Common use of No Novation Clause in Contracts

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and Bank each Guarantor hereby agree thatassume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), effective upon Agent, and the execution Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and delivery the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement by each such partyand the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the terms and provisions obligations or the liens or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Nothing expressed or implied Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party from any of the Obligations their obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Existing Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower Parent, Borrower, Subsidiary Guarantors, Agents and Bank the Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such partyparty and the fulfillment, to the satisfaction of Agents and each Lender of each of the conditions precedent set forth in Section 3.01, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of the Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower, or any Borrower Guarantor from any of the Obligations its obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each The Borrower and each Subsidiary Guarantor hereby (ia) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the “Loan and Security Credit Agreement”, “the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; and (iib) confirms and agrees that to the extent that the Prior Loan Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the BankCollateral Agent, for the benefit of the Lenders, or to grant to the Bank Collateral Agent, for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of the Borrower or any guarantor from time to time existing in respect of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Neither this Agreement by each such party, nor the terms and provisions effectiveness of the Prior Loan Restated Credit Agreement shall be discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and hereby the liens and security interests existing immediately prior to the Amendment Effective Date in favor of the Original Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are amended, restated in all respects continuing and superseded in their entirety by the terms full force and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Original Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby (including by the Restated Credit Agreement) or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Original Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder except as provided herein, and such obligations are in all respects continuing with only the Obligations or any liabilities under terms being modified as provided in this Agreement and in the Prior Loan Restated Credit Agreement. The Original Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is except as modified hereby ratified and confirmed in all respects except that on and after (including by the Effective Date all references in any such Restated Credit Agreement). This Agreement shall constitute a Loan Document to for all purposes of the “Loan Original Credit Agreement and Security the Restated Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and . Each Guarantor further agrees that to nothing in the extent that the Prior Loan Restated Credit Agreement, this Agreement or any other Loan Document executed in connection therewith purports shall be deemed to assign or pledge require the consent of such Guarantor to any future amendment to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Restated Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement by each such party, shall not extinguish the terms and provisions obligations for the payment of money outstanding under the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or discharge or release the terms and provisions Lien or priority of this Agreementany Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document from any of the Obligations its obligations and liabilities as Borrower, Guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or Loan Documents. The Collateral and the other Loan Documents executed in connection therewithshall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Each Borrower hereby (i) confirms and agrees that Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to which it is a party is, and the date of this Agreement shall continue to bebe effective and, in full force and effect and is hereby ratified and confirmed in all respects except that on and after unless the Effective Date all references in context otherwise requires, any such Loan Document reference to the “Loan and Security Credit Agreement”” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the “Loan Agreement” Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the “Agreement”Agents. In Witness Whereof, “thereto”, “thereof”, “thereunder” or words of like import referring the parties hereto have caused this Agreement to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document be duly executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the date first date it became effective.above written. CL Media Holdings LLC, as Borrower By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title: Schedule 1 Guarantors Bright Mountain Media, Inc., a Florida corporation Bright Mountain, LLC, a Florida limited liability company MediaHouse, Inc., a Florida corporation Schedule 2.01(a) Commitments LENDER COMMITMENT PRO RATA SHARE Centre Lane Partners Master Credit Fund II, L.P. $ 16,416,905 100.00 % Total: $ 16,416,905 100.00 % Schedule 5.02 Authorizations; No Contravention None. Schedule 5.03 Governmental Authorization; Other Consents None. Schedule 5.07(b) Owned Real Property None. Leased Real Property 200 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 1000 Xxxxxxxx, Xxxxxxx, XX (WeWork, Inc.) 6000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxxxx 00000 Office space in Hertsliya, Israel Schedule 5.08

No Novation. Borrower The Loan Parties, the Administrative Agent and Bank the Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower the Loan Parties outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Loan Parties, or any Borrower guarantor from any of the Obligations its obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of the notes, security agreements, pledge agreements, mortgages, guaranties or other Loan Documents loan documents executed in connection therewith. Each Borrower The Loan Parties hereby (i) confirms confirm and agrees agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement” the “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirms confirm and agrees agree that to the extent that the Prior Loan Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the BankAdministrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the Bank benefit of the Lenders, a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor the Loan Parties from time to time existing in respect of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

No Novation. Borrower (a) As of the Closing Date, the Commitments of certain Lenders under (and Bank as defined in) the Existing Credit Agreement shall be terminated by the Borrowers (such Lenders, the “Departing Lenders”). The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Commitments as set forth on Schedule 2.01. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby agree that, effective upon consents to the execution and delivery of this Agreement by each and to the non-pro rata reduction of Commitments (under and as defined in the Existing Credit Agreement) occurring on the Closing Date as a result of the termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such partytermination and repayment, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their its entirety by the terms and provisions of this Agreement. Nothing herein contained shall This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be construed or operate as a substitution novation or novation an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of Borrower the foregoing (i) all Revolving Loans and Negotiated Rate Loans outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Existing Credit Agreement shall be construed on the Closing Date become Revolving Loans and Negotiated Rate Loans, as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to case may be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”hereunder, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder and agrees that to (iii) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be Obligations under this Agreement. To the extent the Existing Credit Agreement provides that certain terms survive the Prior Loan termination of the Existing Credit Agreement or any Loan Document executed survive the payment in connection therewith purports to assign or pledge to full of principal, interest and all other amounts payable thereunder, then such terms shall survive the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect amendment and restatement of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Neither this Agreement by each such party, nor the terms and provisions effectiveness of the Prior Loan Restated Credit Agreement shall be discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and hereby the liens and security interests existing immediately prior to the Amendment Effective Date in favor of the Existing Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are amended, restated in all respects continuing and superseded in their entirety by the terms full force and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Existing Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby (including by the Restated Credit Agreement) or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder except as provided herein, and such obligations are in all respects continuing with only the Obligations or any liabilities under terms being modified as provided in this Agreement and in the Prior Loan Restated Credit Agreement. The Existing Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is except as modified hereby ratified and confirmed in all respects except that on and after (including by the Effective Date all references in any such Restated Credit Agreement). This Agreement shall constitute a Loan Document to for all purposes of the “Loan Existing Credit Agreement and Security the Restated Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and . Each Guarantor further agrees that to nothing in the extent that the Prior Loan Restated Credit Agreement, this Agreement or any other Loan Document executed in connection therewith purports shall be deemed to assign or pledge require the consent of such Guarantor to any future amendment to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Restated Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement is not intended to and does not serve to effect a novation of the Obligations. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Loan Agreement which is evidenced by each such partythe notes provided for therein and secured by the Collateral. Each Co-Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of Borrower to Agent and the applicable Lenders under the Original Loan Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other terms used therein to describe or refer to the indebtedness, liabilities and obligations of Co-Borrowers to Agent and Lenders) includes, without limitation, the terms indebtedness, liabilities and provisions obligations of each Co-Borrower under the Notes to be delivered hereunder, and under the Original Loan Agreement, all as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the Prior Loan Agreement foregoing shall each be and hereby are amended, restated and superseded in their entirety by deemed to be amended to the terms and extent necessary to give effect to the provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of Cross-references in the obligations of Borrower outstanding under Loan Documents to particular section numbers in the Prior Original Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document deemed to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all be cross-references in any such Loan Document to the “Loan and Security Agreement”corresponding sections, the “Loan Agreement” the “Agreement”as applicable, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Agreement constitutes an amendment and Bank hereby agree thatrestatement of the Existing Credit Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations outstanding under, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Credit Agreement or the Lien or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities Loan Party under the Prior Loan Existing Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewithfrom any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder. Each Borrower party hereto hereby (ia) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Effective Amendment and Restatement Closing Date all references in any such Loan Document to (i) “the “Loan and Security Credit Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; Agreement and (ii) the “Borrower” shall continue to refer to Acutus Medical, Inc. and (b) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Administrative Agent a security interest in or lien Lien on, any collateral as security for the Obligations obligations of the Borrower or any guarantor from time to time existing in respect of the Prior Existing Credit Agreement and the other Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. Borrower This Incremental RCF Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Incremental RCF Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amended, restated in full force and superseded in their entirety by the terms and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Incremental RCF Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Incremental RCF Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed except as modified hereby. This Incremental RCF Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in all respects except that on and after the Effective Date all references in Credit Agreement, this Incremental RCF Amendment or any such other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Amendment No. 2 Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amended, restated in full force and superseded in their entirety by the terms and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in all respects except that on and after the Effective Date all references in Credit Agreement, this Amendment or any such other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower Borrower, Administrative Agent and Bank Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrower, or any Borrower guarantor from any of the Obligations its obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of the notes, security agreements, pledge agreements, mortgages, guaranties or other Loan Documents loan documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement” the “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the BankAdministrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the Bank benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien Lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower The Borrower, the Lenders, and Bank hereby the Agent agree that, effective that upon the execution and delivery of this Agreement by each such partyof the parties hereto, the terms and provisions conditions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, superseded, and restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained It is the intent of the parties hereto that this Agreement (i) shall be construed as re-evidence, in part, the Borrower’s obligations and indebtedness under the Existing Credit Agreement, (ii) is entered into in substitution for, and not in payment of, the obligations and indebtedness of the Borrower under the Existing Credit Agreement, and (iii) is in no way intended to constitute a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under Borrower’s obligations and indebtedness which were evidenced by the Prior Loan Existing Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed delivered in connection therewith, including any Notes or fee letters related thereto. Each Borrower hereby All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (i) confirms and agrees that each Loan Document to which it is a party is, and shall be governed by the terms of) this Agreement. Without limiting the foregoing, all Existing Letters of Credit and other Letters of Credit outstanding under the Existing Credit Agreement shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement as provided in Section 2.4.7. All references herein to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the hereunder,” “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunderhereof,” or words of like import referring and all references in any other Loan Document to the Prior Loan Agreement “Credit Agreement” or words of like import shall mean and be a reference to the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; hereby (and (ii) confirms and agrees that any section references in such Loan Documents to the extent that the Prior Loan Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge shall refer to the Bank, or to grant to applicable equivalent provision set forth herein although the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectivesection number thereof may have changed).

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower The terms and Bank hereby agree thatconditions of the Existing Credit Agreement are amended as set forth in, effective upon and restated in their entirety and superseded by, this Agreement. Nothing in this Agreement shall be deemed to be a novation of any of the Obligations as defined in the Existing Credit Agreement or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Revolving Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. Notwithstanding any provision of this Agreement or any other Loan Document or instrument executed in connection herewith, the execution and delivery of this Agreement by each such partyand the incurrence of Obligations hereunder shall be in substitution for, but not in payment of, the terms Obligations owed by the Loan Parties under the Existing Credit Agreement. The Existing Credit Agreement as amended and provisions restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the Prior Loan parties into this Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent that as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in of this Agreement shall be construed as a release or other discharge of any Borrower from any of Agreement, the Obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of such document, instrument or agreement or as otherwise agreed by the security agreements, pledge agreements, mortgages, guaranties required parties hereto or other Loan Documents executed in connection therewiththereto. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on From and after the Effective Date all references in any such Loan Document Closing Date, each reference to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunderCredit Agreement” or words of like import referring other reference originally applicable to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or contained in any Loan Document executed in connection therewith purports shall be a reference to assign this Agreement, as amended, supplemented, restated or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor otherwise modified from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectivetime.

No Novation. Borrower This Agreement does not extinguish the obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the Obligations under, and Bank hereby agree thatas defined in, effective upon the Original Credit Agreement or the creation, perfection or priority of any mortgage, pledge, security agreement or any other security therefor except as expressly provided herein or in instruments executed concurrently herewith or after the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Original Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by prior to the terms and provisions of this AgreementClosing Date. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Original Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewithherewith or after the execution of the Original Credit Agreement and prior to the Closing Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Original Credit Agreement through the Closing Date shall be calculated as of the Closing Date (prorated in the case of any fractional periods), and shall be capitalized and thereupon amended, restated, converted and continued or cancelled, as applicable, pursuant to Section 2.01. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Original Credit Agreement from any of its obligations and liabilities as a “Borrower” or “Guarantor” thereunder except as expressly provided in Section 2.01 hereof or elsewhere herein or in instruments executed concurrently herewith or after the Obligations or any liabilities under the Prior Loan Agreement or any execution of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewithOriginal Credit Agreement and prior to the Closing Date. Each Borrower Loan Party hereby (i) confirms and agrees that except as expressly provided in Section 2.01 hereof or elsewhere herein or in instruments executed concurrently herewith or after the execution of the Original Credit Agreement and prior to the Closing Date, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Original Credit Agreement shall mean the Prior Loan Original Credit Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Agent a security interest in or lien on, Lien on any collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Original Credit Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien is hereby ratified and confirmed in all respects except as otherwise expressly provided herein. The Lenders hereby authorize the execution, delivery and shall remain effective as performance of the first date it became effectiveOmnibus Amendment by the Borrower, the Subsidiary Guarantors and the Collateral Agent, and the amendments made to the Security Agreement and the Subsidiary Guaranty pursuant thereto are hereby consented to by the Lenders.

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement by each such party, shall not extinguish the terms and provisions obligations for the payment of money outstanding under the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or discharge or release the terms and provisions Lien or priority of this Agreementany Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document from any of the Obligations its obligations and liabilities as Borrower, Guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or Loan Documents. The Collateral and the other Loan Documents executed in connection therewithshall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Each Borrower hereby (i) confirms and agrees that Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to which it is a party is, and the date of this Agreement shall continue to bebe effective and, in full force and effect and is hereby ratified and confirmed in all respects except that on and after unless the Effective Date all references in context otherwise requires, any such Loan Document reference to the “Loan and Security Credit Agreement”” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the “Loan Agreement” Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the “Agreement”Agents. In Witness Whereof, “thereto”, “thereof”, “thereunder” or words of like import referring the parties hereto have caused this Agreement to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document be duly executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the date first date it became effective.above written. CL Media Holdings LLC, as Borrower By: Name: Title: Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title:

No Novation. Borrower Borrowers, Agent and Bank the Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such partyparty and the fulfillment, to the satisfaction of Agent and each Lender of each of the conditions precedent set forth on Schedule 3.1, the terms and provisions of the Prior Loan Original Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement and the Security Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Borrowers outstanding under the Prior Loan Original Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Borrower, or any Guarantor from any of the Obligations its obligations or any liabilities under the Prior Loan Original Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents loan documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Credit Agreement”, “the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Original Credit Agreement shall mean the Prior Loan Original Credit Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Original Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the BankAgent, for the benefit of the Lenders, or to grant to the Bank Agent, for the benefit of the Lenders a security interest in or lien on, any collateral as security for the Obligations of any Borrower or any guarantor from time to time existing in respect of the Prior Loan Original Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Neither this Agreement by each such partynor the execution, the terms and provisions delivery or effectiveness of the Prior Loan Amendment shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or discharge or release the terms and provisions Lien or priority of this Agreementany Reaffirmed Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Agreement, the Amendment or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of the US Borrower or any Borrower of its Subsidiaries under any Reaffirmed Document from any of its obligations and liabilities as the Obligations “US Borrower”, a “Subsidiary”, a “Pledgor”, a “Grantor” or any liabilities a “Guarantor” under the Prior Loan Existing Credit Agreement or any the Reaffirmed Documents. Each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Existing Credit Agreement and the Reaffirmed Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until (as applicable) and is except to any extent modified hereby ratified or by the Amendment or in connection herewith and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document therewith. Schedule I to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring Foreign Guaranty FOREIGN SUBSIDIARY GUARANTORS Compass Minerals (Europe) Limited Compass Minerals (UK) Limited London Salt Limited Direct Salt Supplies Limited X.X. Xxxx & Co. (Nantwich) Limited NASC Nova Scotia Company Compass Minerals Canada Inc. Compass Canada Limited Partnership Compass Minerals Nova Scotia Company Compass Resources Canada Company Schedule I to the Prior Loan Agreement shall mean Foreign Guaranty SUPPLEMENT NO. _____ dated as of, to the Prior Loan Agreement Foreign Guaranty dated as of November 28, 2001, as amended and restated by this Agreementas of December 22, 2005, among SIFTO CANADA CORP., a corporation continued and amalgamated under the laws of the province of Nova Scotia, Canada (the “Canadian Borrower”), SALT UNION LIMITED, a company incorporated under the laws of England and Wales (the “UK Borrower” and, together with the Canadian Borrower, the “Foreign Borrowers”), each other Foreign Subsidiary of COMPASS MINERALS INTERNATIONAL, INC., a Delaware corporation (“Holdings”), listed on Schedule I thereto (the “Foreign Subsidiary Guarantors”; the Foreign Borrowers and the Foreign Subsidiary Guarantors are referred to collectively herein as the “Foreign Guarantors”) and JPMORGAN CHASE BANK, N.A., a national banking association (ii“JPMCB”), as collateral agent (in such capacity, the “Collateral Agent”) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Secured Parties (as of the first date it became effectivedefined therein).

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement and each other Loan Document (as such term is defined in the Prior Loan Agreement), shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or Agreement, any instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments or other Loan Documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents (as such term is defined in the Prior Loan Agreement), executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Agreement constitutes an amendment and Bank hereby agree thatrestatement of the Existing Financing Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Financing Agreement or discharge or release the Obligations under, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Financing Agreement or the Lien or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Existing Financing Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Financing Agreement from any of the Obligations its obligations and liabilities as a "Borrower" or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith"Guarantor" thereunder. Each Borrower Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date all references in any such Loan Document to "the “Loan and Security Financing Agreement”, the “Loan Agreement” the “Agreement”, “," "thereto”, “," "thereof”, “," "thereunder” " or words of like import referring to the Prior Loan Existing Financing Agreement shall mean the Prior Loan Existing Financing Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Collateral Agent a security interest in or lien Lien on, any collateral as security for the Obligations obligations of the Borrower or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Financing Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.respects. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 141

No Novation. Borrower and Bank hereby agree thatEffective as of the Restatement Effective Date, effective upon the execution and delivery of this Agreement by each such partyshall amend, restate and supersede the Existing Credit Agreement in its entirety, except as provided in this Section 10.23. On the date hereof, the terms rights and provisions obligations of the Prior Loan parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and hereby are amendedthe other Loan Documents shall continue under, but as amended and restated by this Agreement and superseded the other Loan Documents, and shall not in their entirety any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the terms other Loan Documents. This Agreement represents a modification, and provisions not a novation, of this Agreement. Nothing the respective credit facilities under the Existing Credit Agreement and nothing contained herein contained shall be construed as a substitution or novation of the obligations “Obligations” outstanding under, and as defined respectively in, the Existing Credit Agreement, all of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except as modified hereby. The Loan Parties acknowledge, represent and warrant that they have no claims, defenses or offsets with respect to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of the security agreements“Loan Documents” (as defined in the Existing Credit Agreement) related thereto and that immediately prior to the effectiveness of this Agreement, pledge agreementsthe Existing Credit Agreement and such other loan documents are valid, mortgagesbinding and enforceable in accordance with the terms thereof. Upon the effectiveness of this Agreement, guaranties or other each reference in the Loan Documents executed in to “the Credit Agreement” shall mean this Agreement. In connection therewith. Each Borrower hereby with this Agreement, the existing Loans of certain of the Existing Lenders that were funded under the Existing Credit Agreement (ithe “Existing Loans”) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, will be repaid in full force and effect and is hereby ratified and confirmed in all respects except that on and after with the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect proceeds of the Prior Loan Agreement, Revolving Loans and upon receipt by such pledge, assignment or grant Existing Lender of all amounts owed to such Exiting Lender under the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Existing Credit Agreement as of the first date it became effectiveRestatement Effective Date, such Existing Lender shall cease to be a “Lender” under the Existing Credit Agreement and shall have no further commitment to advance funds or extend credit or participate in any Letters of Credit or other credit that has been extended under the Existing Credit Agreement or this Agreement. Notwithstanding anything to the contrary in Section 2.12(f) of the Existing Credit Agreement, the Lenders hereby agree to the non-ratable repayment of certain of the Existing Lenders’ Existing Loans and agree that Section 2.12(f) shall not apply to such repayment. Notwithstanding anything to the contrary in Section 10.01 and without limited the effect of the other provisions of this Agreement, each Lender agrees and affirms the amendments and modifications set forth herein.

No Novation. Borrower and Bank hereby agree that, effective upon This Agreement does not discharge or release the execution and delivery of this Agreement by each such partyobligations under the Original US Loan Agreement, the terms and provisions of the Prior Original Canadian Loan Agreement shall be and hereby are amendedthe other Original Financing Agreements or the Lien (as such term is defined in the Loan Agreements) or priority of any mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Original US Loan Agreement, the Original Canadian Loan Agreement and the other Original Financing Agreements or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or any Obligor under the Original Financing Agreements from any of the Obligations its obligations and liabilities as a “Borrower” or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith“Obligor” thereunder. Each Borrower The undersigned hereby (i) confirms and agrees that each Loan Document Original Financing Agreement to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date date hereof all references in any such Loan Document Original Financing Agreement to “the “Loan and Security Agreement”, the “Original Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Agreement Original Financing Agreements shall mean the Prior Loan Original Financing Agreement as amended and restated by this Agreement; the respective Financing Agreement and (ii) confirms and agrees that to the extent that the Prior Loan any such Financing Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Secured Party a security interest in or lien Lien (as such term is defined in the Loan Agreements) on, any collateral as security for the Obligations obligations of the Borrower or any guarantor Obligors from time to time existing in respect of the Prior Loan AgreementOriginal Financing Agreements, such pledge, assignment or and/or grant of the security interest or lien Lien (as such term is defined in the Loan Agreements) is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. After the Restatement Effective Date, all the obligations of the Borrower under the Existing Credit Agreement shall become obligations under the Amended and Bank hereby agree thatRestated Credit Agreement, effective upon secured by the execution and delivery of Loan Documents as reaffirmed hereby. Neither this Agreement by each such partynor the execution, the terms and provisions delivery or effectiveness of the Prior Loan Amendment and Restatement Agreement shall be extinguish the obligations for the payment of money outstanding under the Amendment and hereby are amended, restated Restatement Agreement or the Amended and superseded in their entirety by Restated Credit Agreement or discharge or release the terms and provisions Lien or priority of this Agreementany Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or the Amended and Restated Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed express or implied in this Agreement, the Amendment and Restatement Agreement, the Amended and Restated Credit Agreement or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of Holdings, the Borrower or any Borrower Subsidiary Loan Party under any Loan Document from any of its obligations and liabilities as “Holdings”, a “Borrower”, a “Subsidiary Loan Party”, a “Guarantor”, a “Grantor”, a “Pledgor”, a “party to the Obligations Indemnity, Subrogation and Contribution Agreement” or any liabilities a “party to the Collateral Assignment” under the Prior Loan Existing Credit Agreement or any the Loan Documents. Each of the security agreements, pledge agreements, mortgages, guaranties or other Existing Credit Agreement and the Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is except to any extent modified hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified herewith and confirmed in all respects and shall remain effective as of the first date it became effectivetherewith.

No Novation. Borrower This Agreement constitutes an amendment and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions restatement of the Prior Loan Existing Credit Agreement shall be and hereby are amendeddoes not discharge or release the Obligations (including the Obligations of any predecessor corporations) under, restated and superseded as defined in their entirety by the terms and provisions Existing Credit Agreement or the Lien or priority of this Agreementany mortgage, pledge, security agreement, or any other security therefor. Nothing Except as modified hereby, nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments or documents executed concurrently herewith. Nothing Except as modified hereby, nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Credit Agreement from any of the Obligations its obligations and liabilities as a “Borrower” or any liabilities under the Prior Loan Agreement or any “Guarantor” thereunder. The Borrower, on behalf of the security agreements, pledge agreements, mortgages, guaranties or itself and each other Loan Documents executed in connection therewith. Each Borrower Party, hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to the “Loan and Security Credit Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Administrative Agent a security interest in or lien Lien on, any collateral as security for the Obligations obligations of the Borrower or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Credit Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. Borrower and Bank hereby agree that, effective upon It is the execution and delivery express intent of the parties hereto that this Agreement by each such party(i) shall re-evidence the Borrowers’ indebtedness under the Existing Credit Agreement, the terms (ii) is entered into in substitution for, and provisions of the Prior Loan Agreement shall be and hereby are amendednot in payment of, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding the Borrowers under the Prior Loan Agreement or instruments securing the sameExisting Credit Agreement, which obligations shall remain and (iii) is in full force and effect, except no way intended to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as constitute a release or other discharge novation of any Borrower from any of the Obligations or any liabilities under Borrowers’ indebtedness which was evidenced by the Prior Loan Existing Credit Agreement or any of the security agreementsother Loan Documents. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Obligations under (and shall be governed by the terms of) this Agreement. Without limiting the foregoing, pledge agreementsupon the effectiveness hereof: (a) all letters of credit issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the Closing Date shall continue as Letters of Credit issued under (and shall be governed by the terms of) this Agreement, mortgages, guaranties (b) all Obligations constituting Guaranteed Swap Obligations with any Lender or any Affiliate of any Lender which are outstanding on the Closing Date shall continue as Obligations under this Agreement and the other Loan Documents executed and (c) the Agent shall make such reallocations of each Lender’s share of the outstanding Loans under the Existing Credit Agreement as are necessary in connection therewithorder that each such Lender’s share of the outstanding Loans hereunder reflects such Lender’s ratable share of the Aggregate Commitments hereunder. Each Borrower hereby On the Closing Date, the Borrowers shall pay to the Agent for the ratable account of the Lenders then party to the Existing Credit Agreement, (i) confirms accrued and agrees that each Loan Document to which it is a party isunpaid facility and utilization fees under the Existing Credit 107 Agreement through the Closing Date, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms accrued and agrees that unpaid interest on Base Rate Loans under (and as defined in) the Existing Credit Agreement through the Closing Date and (iii) any amounts due to such Lenders on the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports Closing Date pursuant to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect Section 3.05 of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Agreement constitutes an amendment and Bank hereby agree thatrestatement of and supersedes the Prior Financing Agreement and does not extinguish the obligations for the payment of money outstanding under the Prior Financing Agreement or discharge or release the Obligations under, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Prior Financing Agreement or the Lien or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor except as provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Financing Agreement or any of the instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as expressly modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Prior Financing Agreement from any of the Obligations its obligations and liabilities as a “Borrower” or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith“Guarantor” thereunder except as provided herein. Each Borrower Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect effect, as modified by this Agreement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date all references in any such Loan Document to “the “Loan and Security Financing Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Financing Agreement shall mean the Prior Loan Financing Agreement as amended and restated and superseded by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, any Agent Party or to grant to the Bank any Lender a security interest in in, or lien Lien on, any collateral as security for the Obligations ‑122‑ obligations of Borrower or any guarantor the Loan Parties from time to time existing in respect of the Prior Financing Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien is hereby ratified and confirmed in all respects respects, as amended hereby or thereby. BORROWER: LION OIL COMPANY, an Arkansas corporation, as the Borrower By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and shall remain effective as of the first date it became effective.Chief Executive Officer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President and Chief Accounting Officer GUARANTORS:

No Novation. Borrower and Bank hereby agree thatThis Agreement does not extinguish, effective upon discharge or release the execution and delivery of this Agreement by each such partyExisting Obligations outstanding under the Existing Financing Agreement, the terms and provisions Collateral Agent’s Liens securing the Existing Obligations or the priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the sameExisting Obligations, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or any other Loan Party under the Existing Financing Agreement and the Loan Documents entered into in connection therewith (such documents, collectively, the “Existing Loan Documents”) from any of the Obligations its obligations and liabilities as a “Borrower,” a “Guarantor” or any liabilities under the Prior a “Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewithParty” thereunder. Each Borrower Loan Party party hereto hereby (i) confirms and agrees that each Existing Loan Document to which it is a party is, and shall continue to bebe (including to the extent any such document is amended and restated in connection herewith on the Restatement Effective Date), in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date all references in any such Existing Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement” the “Financing Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Financing Agreement shall mean the Prior Loan Existing Financing Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Existing Loan Document executed in connection therewith purports to assign or pledge to the BankCollateral Agent, for the benefit of the Secured Parties, or to grant to the Bank Collateral Agent, for the benefit of the Secured Parties, a security interest in or lien on, Lien on any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan AgreementExisting Obligations, such pledge, assignment or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of continue to secure the first date it became effectiveObligations.

No Novation. Borrower This Agreement constitutes an amendment and Bank hereby agree thatrestatement of the Existing Loan Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Loan Agreement or discharge or release the Obligations (including the Obligations of any predecessor corporations) under, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions of the Prior Existing Loan Agreement shall be and hereby are amendedor the Lien or priority of any mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Existing Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Loan Agreement from any of the Obligations its obligations and liabilities as a “Borrower” or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith“Guarantor” thereunder. Each Borrower Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Existing Loan Agreement shall mean the Prior Existing Loan Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Agent a security interest in or lien Lien on, any collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Loan AgreementAgreement and the Loan Documents, such pledge, assignment or and/or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. Borrower The terms and Bank hereby agree thatconditions of the Existing Credit Agreement are amended as set forth in, effective upon and restated in their entirety and superseded by, Exhibit A to this Amendment No. 5. Nothing in this Amendment No. 5 (including Exhibit A hereto) shall be deemed to be a novation of any of the Obligations as defined in the Existing Credit Agreement or in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to Revolving Loans and representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. Notwithstanding any provision of this Amendment No. 5 or any other Loan Document or instrument executed in connection herewith, the execution and delivery of this Agreement by each such partyAmendment No. 5 and the incurrence of Obligations hereunder shall be in substitution for, but not in payment of, the Obligations owed by the Loan Parties under the Existing Credit Agreement. The Existing Credit Agreement as amended and restated pursuant to the terms set forth in Exhibit A shall be deemed to be a continuing agreement among the parties, and provisions all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Agreement not amended and restated in connection with the entry of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of parties into this AgreementAmendment No. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations 5 shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied each in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreementsaccordance with its terms, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiveof delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Amendment No. 5, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. The amendments provided for herein, including in Exhibit A hereto, shall not, in any manner, be construed to impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of any Loan Party evidenced by or arising under the Credit Agreement or the other Loan Documents.

No Novation. Borrower (a) As of the Closing Date, the Revolving Commitments under (and Bank as defined) in the Existing Credit Agreement of the Departing Lenders shall be terminated by the Borrower. The remaining Lenders under (and as defined in) the Existing Credit Agreement shall be Lenders under this Agreement with Revolving Commitments as set forth on Schedule 2.01 hereto. By its execution and delivery of this Agreement, each Lender that was a Lender under (and as defined in) the Existing Credit Agreement hereby agree that, effective upon consents to the execution and delivery of this Agreement by each and to the non-pro rata reduction of Revolving Commitments under (and as defined in) the Existing Credit Agreement occurring on the Closing Date as a result of the termination of the Revolving Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Departing Lenders. On the Closing Date, effective immediately following such partytermination and repayment, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their its entirety by the terms and provisions of this Agreement. Nothing herein contained This Agreement amends, restates and supersedes the Existing Credit Agreement in its entirety and is not intended to be or operate as a novation or an accord and satisfaction of the Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing, (i) all Existing Letters of Credit shall on the Closing Date become Letters of Credit hereunder, (ii) the “Loans” under (and as defined in) the Existing Credit Agreement of each applicable Departing Lender shall be construed repaid in full (provided that any accrued and unpaid interest and fees thereon shall be paid to such Departing Lender concurrently with payment of such interest and fees to the other applicable Lenders and such “Loans” under (and as defined in) the Existing Credit Agreement shall be assigned and reallocated among the remaining Lenders as set forth below), each applicable Departing Lender’s “Revolving Commitment” under the Existing Credit Agreement shall be terminated and each applicable Departing Lender shall not be a substitution Lender hereunder, (iii) the Administrative Agent shall make such reallocations, sales, assignments or novation other relevant actions in respect of each Lender’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s outstanding Loans and Revolving Commitments hereunder reflect such Lender’s pro rata share of the obligations of Borrower outstanding aggregate Loans and Revolving Commitments on the Closing Date, and (iv) all other Obligations outstanding under the Prior Loan Existing Credit Agreement or instruments securing shall on the same, which obligations shall remain in full force and effect, except Closing Date be Obligations under this Agreement (to the extent not repaid on the Closing Date). To the extent the Existing Credit Agreement provides that certain terms survive the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any termination of the Obligations or any liabilities under the Prior Loan Existing Credit Agreement or any survive the payment in full of principal, interest and all other amounts payable thereunder, then such terms shall survive the amendment and restatement of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Existing Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower, the Lenders and Agent hereby agree that this Agreement amends and restates the Existing Credit Agreement in its entirety (and therefore, this Agreement shall not constitute or effectuate a novation thereof) and all Loans, Letters of Credit and other Obligations of the Loan Parties outstanding under the Existing Credit Agreement as of the Closing Date shall be deemed to be Loans, Letters of Credit and Obligations outstanding under this Agreement (and the Borrower and Bank each Guarantor hereby agree thatassume all such Obligations) without further action by any Person except as otherwise expressly modified by this Agreement and the other Loan Documents. The rights and duties of Ares and AIH (as predecessors in interest to the Borrower), effective upon Agent, and the execution Lenders with respect to all matters relating to time periods prior to the Restatement Effective Date shall be determined in accordance with the terms of the Existing Credit Agreement, and delivery the rights and duties of Borrower, Agent, and the Lenders with respect to all matters relating to time periods from and after the Restatement Effective Date shall be determined in accordance with the provisions of this Agreement by each such partyand the Loan Documents. This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement (including without limitation, Section 12.8) or discharge or release the terms and provisions obligations or the liens or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby (including without limitation, Section 12.8) or by instruments executed concurrently herewith. Nothing expressed or implied Except as expressly set forth herein (including without limitation, Section 12.8), nothing in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party from any of the Obligations their obligations or any liabilities under the Prior Loan Agreement Existing Credit Agreement. Judgment Currency . This is an international loan transaction in which the specification of Dollars or any Alternative Currency, as the case may be (the “Specified Currency”), and payment in New York City or the country of the security agreementsSpecified Currency, pledge agreementsas the case may be (the “Specified Place”), mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party isof the essence, and the Specified Currency shall continue to be, in full force and effect and is hereby ratified and confirmed be the currency of account in all respects except that on and after events relating to Loans or reimbursement obligations denominated in the Effective Date all references in any such Loan Document to Specified Currency. The payment obligations of the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Borrower under this Agreement shall mean the Prior Loan Agreement as amended and restated not be discharged or satisfied by this Agreement; and (ii) confirms and agrees that an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge amount so paid on conversion to the Bank, or to grant Specified Currency and transfer to the Bank a security interest in or lien on, any collateral as security Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the Obligations purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be the rate at which in accordance with normal banking procedures the Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower or any guarantor from time to time existing in respect of any such sum due from it to the Prior Agent or any Lender hereunder or under any other Loan AgreementDocument (in this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such pledgejudgment, assignment or grant be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the security interest or lien is hereby ratified Second Currency so adjudged to be due; and confirmed the Borrower hereby, as a separate obligation and notwithstanding any such judgment, agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in all respects and shall remain effective as the Specified Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the first date it became effectiveSpecified Currency so purchased and transferred.

No Novation. Borrower (a) This Agreement amends, restates and Bank hereby agree that, effective upon supersedes the execution Existing Credit Agreement in its entirety and delivery of this Agreement by each such party, the terms is not intended to be or operate as a novation or an accord and provisions satisfaction of the Prior Loan Existing Credit Agreement or the obligations evidenced thereby or provided for thereunder. Without limiting the generality of the foregoing (i) all “Loans” under (and as defined in) the Existing Credit Agreement shall on the Closing Date become Loans hereunder and (ii) all other Obligations outstanding under the Existing Credit Agreement shall on the Closing Date be and hereby are amended, restated and superseded in their entirety by the terms and provisions of Obligations under this Agreement. Nothing herein contained On the Closing Date, the Original Revolving A Note and/or Original Revolving B Note, if any, held by each Lender shall be construed as deemed to be cancelled and, if such Lender has requested a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the sameNote hereunder, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and the Note delivered hereunder on or about the Closing Date (ii) confirms and agrees that regardless of whether any Lender shall have delivered to the extent that the Prior Loan Agreement Borrower for cancellation any Original Revolving Note held by it). Each Lender, whether or not requesting a Note hereunder, shall use its commercially reasonable efforts to deliver any Loan Document executed in connection therewith purports to assign or pledge Original Revolving Note held by it to the BankBorrower for cancellation and/or amendment and restatement. All amounts owing under, or to grant to the Bank a security interest in or lien onand evidenced by, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective Original Revolving Note held by a Lender as of the Closing Date shall continue to be outstanding hereunder, and shall from and after the Closing Date, if requested by 150 the Lender holding such Original Revolving Note, be evidenced by the Note, and shall in any event be evidenced by, and governed by the terms of, this Agreement. Each Lender hereby agrees to indemnify and hold harmless the Borrower from and against any and all liabilities, losses, damages, actions or claims that may be imposed on, incurred by or asserted against the Borrower arising out of such Lender’s failure to deliver any Original Revolving Note held by it to the Borrower for cancellation, subject to the condition that no Borrower shall make any payment to any Person claiming to be the holder of any Original Revolving Note unless such Lender is first date it became effectivenotified of such claim and is given the opportunity, at such Lender’s sole cost and expense, to assert any defenses to such payment.

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement by each such party, shall not extinguish the terms and provisions obligations for the payment of money outstanding under the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or discharge or release the terms and provisions Lien or priority of this Agreementany Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document from any of the Obligations its obligations and liabilities as Borrower, Guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or Loan Documents. The Collateral and the other Loan Documents executed in connection therewithshall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Each Borrower hereby (i) confirms and agrees that Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to which it is a party is, and the date of this Agreement shall continue to bebe effective and, in full force and effect and is hereby ratified and confirmed in all respects except that on and after unless the Effective Date all references in context otherwise requires, any such Loan Document reference to the “Loan and Security Credit Agreement”” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the “Loan Agreement” Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the “Agreement”Agents. In Witness Whereof, “thereto”, “thereof”, “thereunder” or words of like import referring the parties hereto have caused this Agreement to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document be duly executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the date first date it became effective.above written. CL Media Holdings LLC, as Borrower By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: BRIGHT MOUNTAIN, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title: Schedule 1 Guarantors Bright Mountain Media, Inc., a Florida corporation Bright Mountain, LLC, a Florida limited liability company MediaHouse, Inc., a Florida corporation Schedule 2.01(a) Commitments LENDER COMMITMENT PRO RATA SHARE Centre Lane Partners Master Credit Fund II, L.P. $ 16,416,905 100.00 % Total: $ 16,416,905 100.00 % Schedule 5.02 Authorizations; No Contravention None. Schedule 5.03 Governmental Authorization; Other Consents None. Schedule 5.07(b) Owned Real Property None. Leased Real Property 200 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 1000 Xxxxxxxx, Xxxxxxx, XX (WeWork, Inc.) 6000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxxxx 00000 Office space in Hertsliya, Israel Schedule 5.08

No Novation. Borrower Notwithstanding anything to the contrary contained herein, this Credit Agreement is not intended to and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as does not serve to effect a substitution or novation of the Obligations. Instead it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Credit Agreement and the First Amended Credit Agreement which may be evidenced by the notes provided for therein and secured by the Collateral. The Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of the Borrower outstanding to the Agents and the Lenders under the Prior Loan Original Credit Agreement or instruments securing and the sameFirst Amended Credit Agreement, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; hereby, and that the term "Obligations" as used in the Loan Documents (ii) confirms and agrees that or any other terms used therein to describe or refer to the extent that indebtedness, liabilities and obligations of the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge Borrower to the BankAgents and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower under the promissory notes, if any, to be delivered hereunder, under the Original Credit Agreement and under the First Amended Credit Agreement, all as amended and restated hereby, as the same may be further amended, modified, supplemented or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor restated from time to time existing time. The Loan Documents and all agreements, instruments and documents executed or delivered in respect connection with any of the Prior foregoing shall each be deemed to be amended in the extent necessary to give effect to the provisions of this Credit Agreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement or the First Amended Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, to this Credit Agreement, such pledge, assignment or grant . This Credit Agreement and the other Loan Documents referred to herein set forth the entire understanding of the security interest parties with respect to the subject matter hereof. Any previous term sheets or lien is hereby ratified commitment letters between the parties regarding the subject matter hereof are merged into and confirmed in all respects superseded by this Credit Agreement. SIGNATURE PAGES FOLLOW (Signature page to Second Amended and shall remain effective as of the first date it became effective.Restated Term Loan Credit Agreement)

No Novation. Borrower and Bank hereby agree thatThis Agreement does not extinguish the obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, effective upon the execution and delivery of this Agreement by each such partypledge, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreementsecurity agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Original Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any the Borrower from any of the Obligations their obligations or any liabilities under the Prior Loan Original Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents loan documents executed in connection therewith. Each Borrower signatory to this Amended and Restated Credit Agreement hereby (ia) confirms and agrees that each Loan Document to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date all references in any such Loan Document to “the “Loan and Security Revolving Credit Agreement”, “the “Loan Agreement” the “Credit Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Original Credit Agreement shall mean the Prior Loan Original Credit Agreement as amended and restated by this Agreement; and (iib) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, Administrative Agent or to grant to the Bank Administrative Agent a security interest in or lien on, any collateral as security for the Obligations obligations of the Borrower or any guarantor from time to time existing in respect of the Prior Loan Original Credit Agreement, such pledge, pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. Borrower Other than with respect to the Existing 2020 Other Term B Loans as expressly set forth herein, this Seventh Term B Loan Refinancing Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Seventh Term B Loan Refinancing Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amendedin full force and effect with respect to all Obligations. Other than with respect to the Existing 2020 Other Term B Loans as expressly set forth herein, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Seventh Term B Loan Refinancing Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior terms being modified as provided in this Seventh Term B Loan Refinancing Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such as modified hereby. This Seventh Term B Loan Refinancing Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Seventh Term B Loan Refinancing Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon This Agreement does not extinguish the execution and delivery obligations for the payment of this Agreement by each such party, money outstanding under the terms and provisions of the Prior Original Loan Agreement shall be and hereby are amendedor discharge or release the obligations or the liens or priority of any mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Original Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Parent or Borrower from any of the Obligations their obligations or any liabilities under the Prior Original Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents loan documents executed in connection therewith. Each of Parent and Borrower hereby (ia) confirms and agrees that each Loan Document to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Restatement Effective Date all references in any such Loan Document to "the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “," "thereto”, “," "thereof”, “," "thereunder” " or words of like import referring to the Prior Original Loan Agreement shall mean the Prior Original Loan Agreement as amended and restated by this Agreement; and (iib) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, Agent or to grant to the Bank Agent a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor "Obligations" (as defined in the Original Loan Agreement) from time to time existing in respect of the Prior Original Loan Agreement, such pledge, pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions This Amendment shall not constitute a novation of the Prior Credit Agreement or any other Loan Document. This Amendment shall not extinguish the Obligations outstanding under the Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or discharge or release the terms and provisions Lien or priority of this Agreementany Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under the Prior Loan Agreement or instruments securing the sameCredit Agreement, which obligations shall remain in full force and effect, outstanding after the Amendment Effective Date as modified hereby except to the extent that repaid as contemplated hereby. Except as expressly set forth herein, (i) this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the terms thereof are modified hereby rights and remedies of the Lenders, the Issuing Banks or by instruments executed concurrently herewithany other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document. Nothing expressed or implied in this Agreement Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document from any of the Obligations its obligations and liabilities as a borrower, guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreementsLoan Documents. Each and every term, pledge agreementscondition, mortgagesobligation, guaranties or covenant and agreement contained in the Credit Agreement (as amended hereby) and each other Loan Documents executed Document is hereby ratified and re-affirmed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, all respects and shall continue in full force and effect. Each of the Loan Parties reaffirms the validity of the Liens granted by it pursuant to be, the Security Documents with all such Liens continuing in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for secure the Obligations of Borrower or any guarantor from time after giving to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectivethis Amendment.

No Novation. Borrower and Bank each hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Original Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Original Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Original Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Original Agreement shall mean the Prior Loan Original Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Original Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien Lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Original Agreement, such pledge, assignment or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects in favor of Bank and shall remain effective as of the first date it became effective.

No Novation. Borrower This Agreement does not extinguish the obligations for the payment of money outstanding under the Original Credit Agreement, does not discharge the other obligations of Borrowers under the Original Credit Agreement, and Bank hereby agree thatdoes not discharge or release the liens granted to PNC, effective upon as agent, which shall continue to secure the execution and delivery of this “Obligations” under the Original Credit Agreement by each such partyas renewed, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by modified hereby and under the terms Guaranty and provisions Security Agreement, or priority of this Agreementany mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Original Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations its obligations or any liabilities under the Prior Loan Original Credit Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents loan documents executed in connection therewith. Each Borrower hereby (ia) confirms and agrees that each Loan Document (as defined in the Original Credit Agreement) to which it is a party that is not being amended and restated concurrently herewith is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date Closing Date, all references in any such Loan Document (as defined in the Original Credit Agreement) to “the “Loan and Security Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Original Credit Agreement shall mean the Prior Loan Original Credit Agreement as amended and restated by this Agreement; and (iib) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed (as defined in connection therewith the Original Credit Agreement) purports to assign or pledge to any of Agent or the Bank, Lender Group or the Bank Product Providers or to grant to any of Agent or the Lender Group or the Bank Product Providers a security interest in or lien on, any collateral as security for the Obligations obligations of Borrower or any guarantor Borrowers from time to time existing in respect of the Prior Original Credit Agreement or the Loan Documents (as defined in the Original Credit Agreement), such pledge, pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and shall remain effective as of the first date it became effectiveLoan Documents.

No Novation. Borrower and Bank The parties hereto hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Credit Agreement Documents shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Borrowers outstanding under the Prior Loan Credit Agreement Documents or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of Borrowers, or any Borrower Guarantor from any of the Obligations its obligations or any liabilities under the Prior Loan Credit Agreement Documents or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents Documents, environmental indemnities, or guaranties executed in connection therewith. Each Borrower Borrowers hereby (i) confirms confirm and agrees agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to the “Loan and Security "the Credit Agreement”", the “Loan "Advance Formula Agreement” the “Agreement”", “"Addendum", "Master Revolving Notes", "thereto”", “"thereof”", “"thereunder” " or words of like import referring to the Prior Loan Credit Agreement Documents shall mean the Prior Loan Credit Agreement Documents as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Credit Agreement Documents or any other Loan Document executed in connection therewith purports to collaterally assign or pledge to the BankAgent, or to grant to the Bank Agent, a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor Indebtedness from time to time existing in respect of the Prior Loan AgreementCredit Agreement Documents, such pledge, collateral assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects as a collateral assignment, pledge or grant to Agent for the ratable benefit of Lenders, and shall remain effective as of the first date it became effective.

No Novation. Borrower Upon this Credit Agreement becoming effective pursuant to §11 and Bank hereby agree thatthe reallocation and other transactions described in §1.3, effective upon from and after the execution and delivery of this Agreement by each such party, the Restatement Date (i) all terms and provisions conditions of the Prior Existing Credit Agreement and any other "Loan Document" as defined therein, as amended by this Credit Agreement and the other Loan Documents being executed and delivered on the Restatement Date, shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the parties thereto; (ii) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and obligations among the Borrowers, Lenders and Administrative Agent accruing from and after the Restatement Date; (iii) this Credit Agreement shall not in any way release or impair the rights, duties, Obligations or Liens, if any, created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Restatement Date, except as modified hereby or as modified hereafter in accordance with the terms hereof or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations and Liens, if any, are assumed, ratified and affirmed by the Borrowers; (iv) all indemnification obligations of the Borrowers and their Subsidiaries under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Credit Agreement and shall continue in full force and effect for the benefit of Lenders, Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Restatement Date; (v) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Restatement Date, continue outstanding under this Credit Agreement to the extent and as set forth in §1.3 hereof and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Credit Agreement, and this Credit Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vi) the execution, delivery and effectiveness of this Credit Agreement shall not operate as a waiver of any right, power or remedy of Lenders or Administrative Agent under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that the terms thereof are any such covenant, agreement or obligation is no longer set forth herein or is modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of hereby; and (vii) any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such the Loan Document Documents to the “Loan and Security Agreement”Existing Credit Agreement shall, without further action of the “Loan Agreement” the “Agreement”parties, “thereto”, “thereof”, “thereunder” or words of like import referring be deemed a reference to the Prior Loan Agreement shall mean the Prior Loan Agreement Existing Credit Agreement, as amended and restated by this Credit Agreement; , and (ii) confirms as this Credit Agreement shall be further amended or amended and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor restated from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectivehereafter.

No Novation. Borrower This Revolver Extension Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions First Revolver Extension Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amended, restated in full force and superseded in their entirety by the terms and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Revolver Extension Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Revolver Extension Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed except as modified hereby. This Revolver Extension Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in all respects except that on and after the Effective Date all references in Credit Agreement, this Revolver Extension Amendment or any such other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement by each such party, shall not extinguish the terms and provisions obligations for the payment of money outstanding under the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or discharge or release the terms and provisions Lien or priority of this Agreementany Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document from any of the Obligations its obligations and liabilities as Borrower, Guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or Loan Documents. The Collateral and the other Loan Documents executed in connection therewithshall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Each Borrower hereby (i) confirms and agrees that Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to which it is a party is, and the date of this Agreement shall continue to bebe effective and, in full force and effect and is hereby ratified and confirmed in all respects except that on and after unless the Effective Date all references in context otherwise requires, any such Loan Document reference to the “Loan and Security Credit Agreement”” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the “Loan Agreement” Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the “Agreement”Agents. In Witness Whereof, “thereto”, “thereof”, “thereunder” or words of like import referring the parties hereto have caused this Agreement to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document be duly executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the date first date it became effective.above written. CL Media Holdings LLC, as Borrower By: Name: Title: Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title: Schedule 1 Guarantors Bright Mountain Media, Inc., a Florida corporation Bright Mountain, LLC, a Florida limited liability company MediaHouse, Inc., a Florida corporation Schedule 2.01(a) Commitments LENDER COMMITMENT PRO RATA SHARE Centre Lane Partners Master Credit Fund II, L.P. $16,416,905 100.00% Total: $16,416,905 100.00% Schedule 5.02 Authorizations; No Contravention None. Schedule 5.03 Governmental Authorization; Other Consents None. Schedule 5.07(b) Owned Real Property None. Leased Real Property 200 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 1000 Xxxxxxxx, Xxxxxxx, XX (WeWork, Inc.) 6000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxxx, Xxxxxxx 00000 Office space in Hertsliya, Israel Schedule 5.08

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement is not intended to and does not serve to effect a novation of the Obligations under the Existing Credit Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Credit Agreement which is evidenced by each such partythe notes provided for therein and secured by the Collateral. Borrower acknowledges and confirms that the liens and security interests granted pursuant to the Loan Documents secure the indebtedness, liabilities and obligations of Borrower to Agent and Lenders under the Existing Credit Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and Lenders) includes, without limitation, the terms indebtedness, liabilities and provisions obligations of Borrower under the Notes to be delivered hereunder, and under the Credit Agreement, as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the Prior Loan Agreement foregoing shall each be and hereby are amended, restated and superseded in their entirety by deemed to be amended to the terms and extent necessary to give effect to the provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of Cross-references in the obligations of Borrower outstanding under Loan Documents to particular section numbers in the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Existing Credit Agreement shall be construed deemed to be cross-references to the corresponding sections, as a release or other discharge applicable, of any Borrower from any this Agreement. Witness the due execution of this Amended and Restated Credit Agreement by the respective duly authorized officers of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective undersigned as of the date first date it became effective.written above. CHEROKEE INTERNATIONAL CORPORATION, a Delaware corporation By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Financial Officer GENERAL ELECTRIC CAPITAL CORPORATION, as Agent, an L/C Issuer and a Lender Name: /s/ Xxxxxxx X. Boba Its Duly Authorized Signatory

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Neither this Agreement by each such party, nor the terms and provisions effectiveness of the Prior Loan Amended and Restated Credit Agreement shall be extinguish the Obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and hereby the liens and security interests existing immediately prior to the Restatement Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are amendedin all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Original Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby (including by the Amended and Restated Credit Agreement) or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the Amended and Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Company under the Original Credit Agreement or the Company or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the Obligations or any liabilities under terms being modified as provided in this Agreement and in the Prior Loan Amended and Restated Credit Agreement. The Original Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is except as modified hereby ratified (including by the Amended and confirmed in all respects except that on and after the Effective Date all references in any such Restated Credit Agreement). This Agreement shall constitute a Loan Document to for all purposes of the “Loan Original Credit Agreement and Security the Amended and Restated Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and . Each Guarantor further agrees that to nothing in the extent that the Prior Loan Amended and Restated Credit Agreement, this Agreement or any other Loan Document executed in connection therewith purports shall be deemed to assign or pledge require the consent of such Guarantor to any future amendment to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Amended and Restated Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement is not intended to and does not serve to effect a novation of the Obligations. Instead it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Financing Agreement which may be evidenced by each such partythe notes provided for therein and secured by the Collateral. Each Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of Borrowers to Agent and the Lender under the Original Financing Agreement, as amended and restated hereby, and that the term "Obligations" as used in the Loan Documents (or any other terms used therein to describe to refer to the indebtedness, liabilities and obligations of Borrowers to Agent and Lenders) includes, without limitation, the terms indebtedness, liabilities and provisions obligations of each Borrower under the Notes, if any, to be delivered hereunder, and under the Original Financing Agreement, all as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the Prior Loan Agreement foregoing shall each be and hereby are amended, restated and superseded deemed to be amended in their entirety by the terms and extent necessary to give effect to the provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of Cross-references in the obligations of Borrower outstanding under Loan Documents to particular section numbers in the Prior Original Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed deemed to be cross-references to the corresponding sections, as a release or other discharge of any Borrower from any of applicable, to this Agreement. This Agreement and the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document referred to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after herein set forth the Effective Date all references in any such Loan Document entire understanding of the parties with respect to the “Loan subject matter hereof. Any previous term sheets or commitment letters between the parties regarding the subject matter hereof are merged into and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated superseded by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Financing Agreement or discharge or release the Obligations under, and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Financing Agreement, other than obligations for the payment of the Prior Existing Term Loan Agreement shall be D and hereby are amendedthe discharge and release of the Obligations of the Subordinated Term Loan D Lenders under, restated and superseded in their entirety by as defined in, the terms and provisions Existing Financing Agreement, or the Lien or priority of this Agreementany mortgage, pledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Existing Financing Agreement or instruments securing the same, which obligations (other than in respect of the Existing Term Loan D) shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Financing Agreement from any of the Obligations its obligations and liabilities as a "Borrower" or any "Guarantor" thereunder, other than obligations and liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Borrowers and the Guarantors specifically related to the Existing Term Loan Documents executed in connection therewith. D. Each Borrower Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect without modification or replacement, except as expressly set forth herein, and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to "the “Loan and Security Financing Agreement”, the “Loan Agreement” the “Agreement”, “," "thereto”, “," "thereof”, “," "thereunder” " or words of like import referring to the Prior Loan Existing Financing Agreement shall mean the Prior Loan Existing Financing Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Collateral Agent a security interest in or lien Lien on, any collateral Collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Financing Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of continue to secure the first date it became effectiveObligations hereunder.

No Novation. Borrower This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Amendment No. 4 Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amended, restated in full force and superseded in their entirety by the terms and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in all respects except that on and after the Effective Date all references in Credit Agreement, this Amendment or any such other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower (a) Until this Amendment becomes effective in accordance with its terms and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such partyAmendment Effective Date shall have occurred, the terms Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Amendment Effective Date, all obligations of the Loan Parties under the Existing Credit Agreement shall become obligations of the Loan Parties under the Amended Credit Agreement and the provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of the Amended Credit Agreement. (b) Without limiting the generality of the foregoing, this AgreementAmendment shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Security Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Loans outstanding under the Prior Loan Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which obligations shall remain in full force outstanding on and effect, except to after the extent that the terms thereof are Amendment Effective Date as modified hereby or by instruments executed concurrently herewithhereby. Nothing expressed or implied in this Agreement herein shall be construed as a release or other discharge of Holdings, the Borrower or any Borrower of its Subsidiaries under any Loan Document from any of the Obligations its obligations and liabilities as “Holdings,” a “Borrower,” a “Grantor” or any liabilities a “Guarantor” under the Prior Loan Existing Credit Agreement or the other Loan Documents. Notwithstanding any provision of this Amendment, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed Existing Credit Agreement as in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document effect immediately prior to which it is a party is, and shall the Amendment Effective Date will continue to be, in full force and effect and is hereby ratified and confirmed in be effective as to all respects except that on and after the Effective Date all references matters arising out of or in any such Loan Document way related to facts or events existing or occurring prior to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiveAmendment Effective Date.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Neither this Agreement by each such partynor the execution, the terms and provisions delivery or effectiveness of the Prior Second Amendment shall extinguish the obligations outstanding under the Security Documents or the other Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by Documents or discharge or release the terms and provisions lien or priority of this Agreementthe Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Security Documents or the other Loan Agreement Documents or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Agreement, the Second Amendment, the Security Documents, the other Loan Documents or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of any of the Borrower or any other Loan Party from any of its obligations and liabilities as a “Borrower,” “Guarantor,” “Loan Party,” or “Grantor” under the Obligations Second Amendment, this Agreement, the Security Documents or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewithDocument. Each Borrower hereby (i) confirms of this Agreement and agrees that each Loan Document to which it is a party is, and the Security Documents shall continue to be, remain in full force and effect effect, until (as applicable) and except to any extent modified hereby or in connection herewith. 119 EXHIBIT B FORM OF CLOSING CERTIFICATE CLOSING CERTIFICATE Pursuant to Section 3(d) of the Second Amendment, dated as of June 3, 2019 (the “Amendment”), to the ABL Credit Agreement, dated as of May 31, 2015 (the “Credit Agreement” and the Credit Agreement, as amended by the First Amendment, dated as of September 27, 2016 and the Amendment, the “Amended Credit Agreement”; terms defined in the Amended Credit Agreement being used herein as therein defined), among TTM Technologies, Inc. (the “Borrower”), the Lenders party thereto, certain other parties and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the undersigned [INSERT TITLE OF OFFICER] of the Borrower, in such capacity and not in an individual capacity, hereby certifies as follows: Each of the representations and warranties made by any Loan Party in or pursuant to the Amendment, the Amended Credit Agreement and the other Loan Documents is hereby ratified true and confirmed correct in all material respects (or in all respects except that if qualified by materiality) on and after as of the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”date hereof, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that except to the extent that expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date. No Default or Event of Default has occurred and is continuing on the Prior Loan Agreement or any Loan Document executed in connection therewith purports date hereof immediately prior to assign or pledge and immediately after giving effect to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiveAmendment.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Neither this Agreement by each such party, nor the terms and provisions effectiveness of the Prior Loan Restated Credit Agreement shall be extinguish the Obligations (as defined in the Guarantee and hereby Collateral Agreement) for the payment of money outstanding under the Existing Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Restatement Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement) securing payment of the Obligations are amended, restated in all respects continuing and superseded in their entirety by the terms full force and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Existing Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby (including by the Restated Credit Agreement) or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or the Borrower or any Borrower other Guarantor under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under terms being modified as provided in this Agreement and in the Prior Loan Restated Credit Agreement. The Existing Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is except as modified hereby ratified and confirmed in all respects except that on and after (including by the Effective Date all references in any such Restated Credit Agreement). This Agreement shall constitute a Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect all purposes of the Prior Loan Existing Credit Agreement and the Restated Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement or discharge or release the Obligations under, and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Revolving Credit Agreement or the creation, perfection or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor except as expressly provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Existing Revolving Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewithherewith or after the execution of the Existing Revolving Credit 102 Agreement and prior to the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Revolving Credit Agreement through the Effective Date shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid in accordance with the method, and on the dates, specified in the Existing Revolving Credit Agreement, as if the Existing Revolving Credit Agreement were still in effect. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Revolving Credit Agreement from any of the Obligations its obligations and liabilities as a “Borrower” or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith“Guarantor” thereunder. Each Borrower Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the “Loan and Security Revolving Credit Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Existing Revolving Credit Agreement shall mean the Prior Loan Existing Revolving Credit Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Agent a security interest in or lien on, Lien on any collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Revolving Credit Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective except as of the first date it became effective.otherwise expressly provided herein. 103

No Novation. Borrower Other than with respect to the existing Term B Loans as expressly set forth herein, this Eighth Term Loan Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Eighth Term Loan Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amendedin full force and effect with respect to all Obligations. Other than with respect to the existing Term B Loans as expressly set forth herein, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Eighth Term Loan Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior terms being modified as provided in this Eighth Term Loan Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such as modified hereby. This Eighth Term Loan Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Eighth Term Loan Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower Other than with respect to the Existing Revolving Credit Loans as expressly set forth herein, this Fourth Revolving Facility Refinancing Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Fourth Revolving Facility Refinancing Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amendedin full force and effect with respect to all Obligations. Other than with respect to the Existing Revolving Credit Loans as expressly set forth herein, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Fourth Revolving Facility Refinancing Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Fourth Revolving Facility Refinancing Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such as modified hereby. This Fourth Revolving Facility Refinancing Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Fourth Revolving Facility Refinancing Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Neither this Agreement by each such party, nor the terms and provisions effectiveness of the Prior Loan Amended and Restated Credit Agreement shall be extinguish the Obligations for the payment of money outstanding under the Existing Credit Agreement (except as otherwise expressly provided with respect to the Term Loan Repayment) or discharge or release the Lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and hereby the liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are amended, restated in all respects continuing and superseded in their entirety by the terms full force and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Existing Credit Agreement or instruments guaranteeing or securing the samesame (except as otherwise expressly provided with respect to the Term Loan Repayment), which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the Amended and Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Existing Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under terms being modified as provided in this Agreement and in the Prior Amended and Restated Credit Agreement (except as otherwise expressly provided with respect to the Term Loan Repayment). The Existing Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such as modified hereby. This Agreement shall constitute a Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect all purposes of the Prior Loan Existing Credit Agreement and the Amended and Restated Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Until this Agreement by each such partybecomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, the terms Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. After the Restatement Effective Date, all obligations of the Borrower under the Existing Credit Agreement shall become obligations of the Borrower under the Restated Credit Agreement and the provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of the Restated Credit Agreement. Without limiting the generality of the foregoing, this AgreementAgreement shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Collateral Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Loans outstanding under the Prior Loan Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which obligations shall remain in full force and effect, except to outstanding after the extent that the terms thereof are Restatement Effective Date as modified hereby or by instruments executed concurrently herewithhereby. Nothing expressed or implied in this Agreement herein shall be construed as a release or other discharge of the Borrower or any Borrower Subsidiary thereof under any Loan Document from any of its obligations and liabilities as the Obligations “Borrower”, a “Grantor” or any liabilities a “Guarantor” under the Prior Loan Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed Existing Credit Agreement as in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document effect immediately prior to which it is a party is, and shall the Restatement Effective Date will continue to be, in full force and effect and is hereby ratified and confirmed in be effective as to all respects except that on and after the Effective Date all references matters arising out of or in any such Loan Document way related to facts or events existing or occurring prior to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiveRestatement Effective Date.

No Novation. Borrower This Agreement constitutes an amendment and Bank hereby agree thatrestatement of the Existing Credit Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations or Guaranteed Obligations (including the Obligations or Guaranteed Obligations of any predecessor corporations) under, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Credit Agreement or the Lien or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations or Guaranteed Obligations outstanding under under, and as defined in, the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Credit Agreement from any of the Obligations its obligations and liabilities as a “Borrower” or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith“Guarantor” thereunder. Each Borrower Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Agent a security interest in or lien Lien on, any collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Credit Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. Each Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor Guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Until this Agreement becomes effective in accordance with its terms and the Restatement Effective Date shall have occurred, the Existing Credit Agreement shall remain in full force and effect and shall not be affected hereby. On and after the Restatement Effective Date, all obligations of the U.S. Borrower and Bank hereby agree thatthe Canadian Borrower under the Existing Credit Agreement shall become obligations of the U.S. Borrower and the Canadian Borrower, effective upon respectively, under the execution Restated Credit Agreement and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of the Restated Credit Agreement. Without limiting the generality of the foregoing, this AgreementAgreement shall not extinguish the Loans outstanding under the Existing Credit Agreement or any other obligations for the payment of money outstanding under the Existing Credit Agreement or release the Liens granted under or the priority of any Collateral Document or any security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Loans outstanding under the Prior Loan Existing Credit Agreement or instruments securing any other obligations for the samepayment of money outstanding under the Existing Credit Agreement, in each case which obligations shall remain in full force outstanding on and effect, except to after the extent that the terms thereof are Restatement Effective Date as modified hereby or by instruments executed concurrently herewithhereby. Nothing expressed or implied in this Agreement herein shall be construed as a release or other discharge of the U.S. Borrower, the Canadian Borrower or any Borrower of their respective Subsidiaries under any Loan Document from any of the Obligations its obligations and liabilities as a “Borrower”, a “Grantor” or any liabilities a “Guarantor” under the Prior Loan Existing Credit Agreement or the Loan Documents. Notwithstanding any provision of this Agreement, the provisions of Sections 2.15, 2.16, 2.17 and 9.03 of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed Existing Credit Agreement as in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document effect immediately prior to which it is a party is, and shall the Restatement Effective Date will continue to be, be effective as to all matters arising out of or in full force and effect and is hereby ratified and confirmed in all respects except that on any way related to facts or events existing or occurring prior to the Restatement Effective Date. On and after the Restatement Effective Date all references Date, any reference in any such the Loan Document Documents to (a) the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Restated Credit Agreement, (b) the Existing Guarantee Agreement shall mean the Existing Guarantee Agreement as amended and restated by this Agreement; hereby and (iic) confirms and agrees that to the extent that Existing U.S. Security Agreement shall mean the Prior Loan Existing U.S. Security Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiveamended hereby.

No Novation. Borrower This Agreement does not extinguish the “Obligations” as defined in the Original Loan and Bank hereby agree thatSecurity Agreement or Original A&R Loan and Security Agreement or discharge or release such Obligations or the liens or priority of any mortgage, effective upon the execution and delivery of this Agreement by each such partypledge, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreementsecurity agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under “Obligations” as defined in the Prior Original Loan Agreement and Security Agreement, the Original A&R Loan and Security Agreement, or instruments securing the sameother Original Loan Documents, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party from any of its “Obligations” as defined in the Obligations Original Loan and Security Agreement or any liabilities Original A&R Loan and Security Agreement under the Prior Original Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewithDocuments. Each Borrower hereby (ia) confirms and agrees that each Original Loan Document to which it is a party is, that is not being amended and shall continue to be, in full force and effect and restated concurrently herewith is hereby ratified and confirmed in all respects (other than any representations or warranties made as of a specific date) except that on and after the Effective Date Closing Date, all references in any such Original Loan Document to “the “Loan and Security Credit Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Original Loan and Security Agreement or Original A&R Loan and Security Agreement shall mean the Prior Original Loan and Security Agreement or Original A&R Loan and Security Agreement as amended and restated by this Agreement; and (iib) confirms and agrees that to the extent that the Prior Loan Agreement or any such Original Loan Document executed in connection therewith purports to assign or pledge to any of Agent, Collateral Agent, the Bank, Lenders or the Secured Parties or to grant to any of Agent, the Bank Lenders or the Secured Parties a security interest in or lien on, any collateral as security for all or any portion of any of the Obligations of Borrower TTD or of any guarantor other Borrower, as the case may be, from time to time existing in respect of the Prior Original Loan and Security Agreement, the Original A&R Loan and Security Agreement or the Original Loan Documents, such pledge, pledge or assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects with respect to this Agreement and shall remain effective as of the first date it became effectiveLoan Documents.

No Novation. Each Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of such Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien Lien on, any collateral as security for the Obligations of any Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement is not intended to and does not serve to effect a novation of the Obligations. Instead it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Financing Agreement which may be evidenced by each such partythe notes provided for therein and secured by the Collateral. Each Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of Borrowers to Agent and the Lender under the Original Financing Agreement, as amended and restated hereby, and that the term “Obligations” as used in the Loan Documents (or any other terms used therein to describe to refer to the indebtedness, liabilities and obligations of Borrowers to Agent and Lenders) includes, without limitation, the terms indebtedness, liabilities and provisions obligations of each Borrower under the Notes, if any, to be delivered hereunder, and under the Original Financing Agreement, all as amended and restated hereby, as the same may be further amended, modified, supplemented or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the Prior Loan Agreement foregoing shall each be and hereby are amended, restated and superseded deemed to be amended in their entirety by the terms and extent necessary to give effect to the provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of Cross-references in the obligations of Borrower outstanding under Loan Documents to particular section numbers in the Prior Original Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed deemed to be cross-references to the corresponding sections, as a release or other discharge of any Borrower from any of applicable, to this Agreement. This Agreement and the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document referred to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after herein set forth the Effective Date all references in any such Loan Document entire understanding of the parties with respect to the “Loan subject matter hereof. Any previous term sheets or commitment letters between the parties regarding the subject matter hereof are merged into and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated superseded by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Agreement constitutes an amendment and Bank hereby agree thatrestatement of the Existing Credit Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations or Guaranteed Obligations (including the Obligations or Guaranteed Obligations of any predecessor corporations) under, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Credit Agreement or the Lien or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations or Guaranteed Obligations outstanding under under, and as defined in, the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Credit Agreement from any of the Obligations its obligations and liabilities as a "Borrower" or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith"Guarantor" thereunder. Each Borrower Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to "the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “," "thereto”, “," "thereof”, “," "thereunder” " or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Agent a security interest in or lien Lien on, any collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Credit Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement by each such party, shall not extinguish the terms and provisions obligations for the payment of money outstanding under the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or discharge or release the terms and provisions Lien or priority of this Agreementany Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document from any of the Obligations its obligations and liabilities as Borrower, Guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or Loan Documents. The Collateral and the other Loan Documents executed in connection therewithshall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Each Borrower hereby (i) confirms and agrees that Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to which it is a party is, and the date of this Agreement shall continue to bebe effective and, in full force and effect and is hereby ratified and confirmed in all respects except that on and after unless the Effective Date all references in context otherwise requires, any such Loan Document reference to the “Loan and Security Credit Agreement”” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the “Loan Agreement” Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the “Agreement”Agents. In Witness Whereof, “thereto”, “thereof”, “thereunder” or words of like import referring the parties hereto have caused this Agreement to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document be duly executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the date first date it became effective.above written. CL Media Holdings LLC, as Borrower By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title: Schedule 1

No Novation. Borrower Each Credit Party hereby confirms that (i) its obligations and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of as modified by the security agreements, pledge agreements, mortgages, guaranties or Amendment and Restatement Agreement (including with respect to the 2020 Term B Loans contemplated hereby and by the Amendment and Restatement Agreement) and the other Loan Credit Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party isremain in full force and effect on a continuous basis after giving effect to the Amendment and Restatement Agreement and nothing in the Amendment and Restatement Agreement or this Agreement shall be deemed to be a novation of any of the Obligations as defined in the Existing Credit Agreement, (ii) the Secured Parties remain entitled to the benefits of the Guaranty and the security interests set forth or created in the Collateral Documents and the other Credit Documents, (iii) notwithstanding the effectiveness of the terms of the Amendment and Restatement Agreement, the Collateral Documents and the other Credit Documents are, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby are ratified and confirmed in all respects and (iv) from and after the Restatement Effective Date, each reference to this “Agreement”, the “Credit Agreement” or other reference originally applicable to the Existing Credit Agreement contained in any Credit Document shall be a reference to this Agreement, as amended and restated pursuant to the Amended and Restated Term Loan Credit Agreement and as further amended, supplemented, restated or otherwise modified from time to time. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to each Credit Document to which it is a party remain effective as in full force and effect, are not released or reduced, and continue to secure full payment and performance of the first date it became effectiveObligations as increased by the Amendment and Restatement Agreement and by this Agreement. Notwithstanding any provision of the Amendment and Restatement Agreement, this Agreement or any other Credit Document or instrument executed in connection herewith, the execution and delivery of the Amendment and Restatement Agreement and the incurrence of Obligations under the Amendment and Restatement Agreement and under this Agreement shall be in substitution for, but not in payment of, the Obligations owed by the Credit Parties under the Existing Credit Agreement.

No Novation. Borrower Notwithstanding anything to the contrary contained herein, this Credit Agreement is not intended to and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as does not serve to effect a substitution or novation of the Obligations. Instead it is the express intention of the parties hereto to reaffirm the indebtedness created under the Original Credit Agreement which may be evidenced by the notes provided for therein and secured by the Collateral. The Borrower acknowledges and confirms that the Liens granted pursuant to the Loan Documents secured the indebtedness, liabilities and obligations of the Borrower outstanding to Agents and the Lender under the Prior Loan Agreement or instruments securing the sameOriginal Credit Agreement, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; hereby, and that the term “Obligations” as used in the Loan Documents (ii) confirms and agrees that or any other terms used therein to describe to refer to the extent that indebtedness, liabilities and obligations of the Prior Loan Agreement Borrower to Agents and Lenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrower under the promissory notes, if any, to be delivered hereunder, and under the Original Credit Agreement, all as amended and restated hereby, as the same may be further amended, modified, supplemented or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor restated from time to time existing time. The Loan Documents and all agreements, instruments and documents executed or delivered in respect connection with any of the Prior foregoing shall each be deemed to be amended in the extent necessary to give effect to the provisions of this Credit Agreement. Cross-references in the Loan Documents to particular section numbers in the Original Credit Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, to this Credit Agreement, such pledge, assignment or grant . This Credit Agreement and the other Loan Documents referred to herein set forth the entire understanding of the security interest parties with respect to the subject matter hereof. Any previous term sheets or lien is hereby ratified commitment letters between the parties regarding the subject matter hereof are merged into and confirmed in all respects superseded by this Credit Agreement. (Signature page to Amended and shall remain effective as of the first date it became effective.Restated Term Loan Credit Agreement)

No Novation. Borrower The Loan Parties, the Administrative Agent and Bank the Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower the Loan Parties outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Loan Parties, or any Borrower guarantor from any of the Obligations its obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of the notes, security agreements, pledge agreements, mortgages, guaranties or other Loan Documents loan documents executed in connection therewith. Each Borrower The Loan Parties hereby (i) confirms confirm and agrees agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement” the “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirms confirm and agrees agree that to the extent that the Prior Loan Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the BankAdministrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the Bank benefit of the Lenders, a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor the Loan Parties from time to time existing in respect of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement Agreement) shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated superseded by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewithherewith and except to the extent repaid as provided herein. Nothing expressed or implied in this Amendment and Restatement Agreement or in any other document contemplated hereby shall discharge or release the Lien or priority of any Security Document or any other security therefor or otherwise be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document (including, for the avoidance of doubt, all Obligations under the Amended Credit Agreement) from any of the Obligations its obligations and liabilities as a borrower, guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party isincluding, and shall continue to befor the avoidance of doubt, all Obligations under the Amended Credit Agreement), except, in full force each case, to any extent modified hereby and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent repaid as provided herein. [Remainder of page intentionally left blank] ANNEX A LENDER ADDENDUM TO AMENDMENT AND RESTATEMENT AGREEMENT This Lender Addendum (this “Lender Addendum”) is referred to in, and is a signature page to, the Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”) dated as of February [_], 2021 to that the Prior Loan certain Credit Agreement dated as of October 25, 2018 (as amended by that certain First Amendment dated as of November 26, 2019 and that certain Second Amendment dated as of November 16, 2020 and as further amended, restated, supplemented or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor otherwise modified from time to time existing prior to the date hereof, the “Existing Credit Agreement”) among RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“Holdings”), RESIDEO HOLDING INC., a Delaware corporation (“U.S. HoldCo 1”), RESIDEO INTERMEDIATE HOLDING INC., a Delaware corporation (“U.S. HoldCo 2”), RESIDEO FUNDING INC., a Delaware corporation (the “Borrower”), the financial institutions party thereto as Lenders and Issuing Banks and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined in respect this Lender Addendum have the meanings assigned to such terms in the Amendment and Restatement Agreement. By executing this Lender Addendum as a Continuing Term B Lender, the undersigned institution agrees (A) to the terms of the Prior Loan Amendment and Restatement Agreement and the Amended Credit Agreement and (B) on the terms and subject to the conditions set forth in the Amendment and Restatement Agreement and the Amended Credit Agreement, to continue all of its Existing Tranche B Term Loans (or such pledge, assignment or grant lesser amount as the Arrangers may allocate) as Continued Term B Loans on the Amendment and Restatement Effective Date. The undersigned institution hereby makes the election to convert all of its Existing Tranche B Term Loans as set forth in the security interest or lien is hereby ratified and confirmed Register (as defined in all respects and shall remain effective the Existing Credit Agreement) as of the first date it became effectiveAmendment and Restatement Effective Date (or such lesser amount as the Arrangers may allocate prior to the Amendment and Restatement Effective Date) into Continued Term B Loans pursuant to a cashless conversion on the Amendment and Restatement Effective Date pursuant to procedures specified by the Administrative Agent. [NAME OF INSTITUTION] By: Name: Title: If a second signature is necessary: By: Name: Title: ANNEX B AMENDED CREDIT AGREEMENT CONFORMED COPY REFLECTING AMENDMENT AND RESTATEMENT AGREEMENT DATED AS OF FEBRUARY 12, 2021 ADDED TEXT SHOWN UNDERSCORED DELETED TEXT SHOWN STRIKETHROUGH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 25February 12, 20182021 , among RESIDEO TECHNOLOGIES, INC., as Holdings, RESIDEO HOLDING INC., as U.S. HoldCo 1, RESIDEO INTERMEDIATE HOLDING INC., as U.S. HoldCo 2, RESIDEO FUNDING INC., as Borrower, The Lenders and Issuing Banks Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., XXXXXXX XXXXX BANK USA, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED and BARCLAYS BANK PLC, XXXXXX XXXXXXX SENIOR FUNDING, INC., BNP PARIBAS SECURITIES CORP., ROYAL BANK OF CANADA, U.S. BANK NATIONAL ASSOCIATION, PNC CAPITAL MARKETS LLC and TRUIST SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners XXXXXXX SACHS BANK USA, BANK OF AMERICA, N.A., and BARCLAYS BANK PLC, as Syndication Agents MUFG UNIONJPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC. and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Syndication Agents BNP PARIBAS SECURITIES CORP., ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST BANK, THE TORONTO DOMINION BANK, NEW YORK BRANCH, UNICREDIT BANK AG, NEW YORK BRANCH, U.S. BANK NATIONAL ASSOCIATION, and XXXXX FARGOPNC BANK, NATIONAL ASSOCIATION, and TRUIST BANK as Documentation Agents TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 6066 SECTION 1.03. Terms Generally 6067

No Novation. Borrower This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement or discharge or release the Obligations under, and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Revolving Credit Agreement or the creation, perfection or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor except as expressly provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Existing Revolving Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewithherewith or after the execution of the Existing Revolving Credit Agreement and prior to the Effective Date. All interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Revolving Credit Agreement through the Effective Date shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid in accordance with the method, and on the dates, specified in the Existing Revolving Credit Agreement, as if the Existing Revolving Credit Agreement were still in effect. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Revolving Credit Agreement from any of the Obligations its obligations and liabilities as a “Borrower” or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith“Guarantor” thereunder. Each Borrower Loan Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to 112 be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to “the “Loan and Security Revolving Credit Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Existing Revolving Credit Agreement shall mean the Prior Loan Existing Revolving Credit Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Agent a security interest in or lien on, Lien on any collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Revolving Credit Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective except as of the first date it became effective.otherwise expressly provided herein. 113

No Novation. Borrower This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement or discharge or release the Obligations under, and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Revolving Credit Agreement or the creation, perfection or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor except as expressly provided herein. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Existing Revolving Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewithherewith or after the execution of the Existing Revolving Credit Agreement and prior to the Effective Date. The Letter of Credit Obligations outstanding under, and as defined in, the Existing Revolving Credit Agreement immediately prior to the Effective Date shall be Letter of Credit Obligations hereunder, all outstanding Revolving Credit Loans under, and as defined in, the Existing Revolving Credit Agreement immediately prior to the Effective Date shall be Revolving Credit Loans hereunder and all interest and fees and expenses, if any, owing or accruing under or in respect of the Existing Revolving Credit Agreement through the Effective Date shall be calculated as of the Effective Date (prorated in the case of any fractional periods), and shall be paid in accordance with the method, and on the dates, specified in the Existing Revolving Credit Agreement, as if the Existing Revolving Credit Agreement were still in effect. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Revolving Credit Agreement from any of the Obligations its obligations and liabilities as a "Borrower" or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith"Guarantor" thereunder. Each Borrower Loan Party hereby (i) confirms and agrees that each Existing Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Existing Loan Document to "the “Loan and Security Revolving Credit Agreement”, the “Loan Agreement” the “Agreement”, “," "thereto”, “," "thereof”, “," "thereunder” " or words of like import referring to the Prior Loan Existing Revolving Credit Agreement shall mean the Prior Loan Existing Revolving Credit Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Existing Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Agent a security interest in or lien on, Lien on any collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Revolving Credit Agreement and the Existing Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective except as of the first date it became effective.otherwise expressly provided herein. DOC ID - 18336046.11 121

No Novation. Borrower This Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations under, and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Credit Agreement or the Lien or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or Guarantor under the Existing Credit Agreement from any of the Obligations its obligations and liabilities as a “Borrower” or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith“Guarantor” thereunder. Each Borrower hereby (ia) confirms and agrees that each the Existing Credit Agreement and Loan Document Documents (as defined in the Existing Credit Agreement) to which it such Person is a party isare, and shall continue to be, in full force and effect and is are hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan AgreementDocument,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; Agreement and (iib) confirms confirm and agrees agree that to the extent that the Prior any such Loan Agreement or any Loan Document executed in connection therewith Documents purports to assign or pledge to the Bank, or to grant to the Bank Administrative Agent a security interest in or lien Lien on, any collateral as security for the Obligations obligations of Borrower Borrowers or any guarantor Guarantors from time to time existing in respect of the Prior Existing Credit Agreement, this Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespect.

No Novation. Borrower and Bank hereby agree that, effective upon It is the execution and delivery intent of the parties hereto that this Agreement by each does not constitute a novation of the rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Original Loan and Security Agreement or evidence payment of all or any of such partyobligations and liabilities, and such rights, obligations and liabilities shall continue and remain outstanding under the terms and provisions conditions of, and as amended and restated by, this Agreement, and that this Agreement amends and restates in its entirety the Original Loan and Security Agreement. Without limiting the generality of the Prior foregoing (i) all Revolving Loans outstanding under the Original Loan and Security Agreement shall on the Closing Date become Revolving Loans hereunder, (ii) all Letters of Credit under the Original Loan and Security Agreement shall on the Closing Date become Letters of Credit hereunder and (iii) all other Obligations outstanding under the Original Loan and Security Agreement shall on the Closing Date be and hereby are amended, restated and superseded in their entirety by the terms and provisions of Obligations under this Agreement. Nothing herein contained shall be construed as a substitution or novation Each of the obligations Borrowers and the other Obligated Parties hereby ratifies and confirms its grant of Borrower outstanding security interests and Liens in the Collateral (including, without limitation, any and all Collateral granted under the Prior Original Loan and Security Agreement or instruments securing and the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed Documents) in connection therewith. Each Borrower hereby (i) which it has rights and confirms and agrees that each such Collateral secures any and all of the Obligations, including, without limitation, the Revolving Loans. The Borrowers acknowledge and agree that as of the close of business on August 17, 2005, the Aggregate Revolver Outstandings under and as defined in the Original Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in Security Agreement (excluding the aggregate undrawn amount of all respects except that on and after outstanding Letters of Credit issued under the Effective Date all references in any such Loan Document to the “Original Loan and Security Agreement”) is $141,198,219.49. As of the date hereof, none of the “Obligated Parties or any of their respective Affiliates has offset rights, counterclaims or defenses of any kind against any of their obligations, indebtedness or liabilities under the Original Loan and Security Agreement” . As of the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring date hereof immediately prior to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended amendment and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect restatement of the Prior Original Loan and Security Agreement contemplated herein, there exists no Default or Event of Default under and as defined in the Original Loan and Security Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Agreement constitutes an amendment and Bank hereby agree thatrestatement of the Existing Credit Agreement and does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations (including the Obligations of any predecessor corporations) under, effective upon the execution and delivery of this Agreement by each such partyas defined in, the terms and provisions Existing Credit Agreement or the Lien or priority of the Prior Loan Agreement shall be and hereby are amendedany mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower Obligations outstanding under under, and as defined in, the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments or documents executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower Loan Party under the Existing Credit Agreement from any of the Obligations its obligations and liabilities as a “Borrower” or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewitha “Guarantor” thereunder. Each Borrower and each Guarantor hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect effect, as modified by this amendment and restatement and instruments or documents executed concurrently herewith, and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Credit Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Administrative Agent a security interest in or lien Lien on, any collateral as security for the Obligations obligations of Borrower or any guarantor the Loan Parties from time to time existing in respect of the Prior Existing Credit Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. Borrower and Bank hereby agree that, effective upon the execution and delivery of Neither this Agreement by each such party, nor the terms and provisions effectiveness of the Prior Loan Restated Credit Agreement shall be extinguish the Obligations for the payment of money outstanding under the Original Credit Agreement or discharge or release the lien or priority of any Finance Document or any other security therefor or any guarantee thereof, and hereby the liens and security interests existing immediately prior to the Second Restatement Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are amended, restated in all respects continuing and superseded in their entirety by the terms full force and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained including, for the avoidance of doubt, the conversion of a portion of the Revolving Credit Commitments into Revolving B Credit Commitments, shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Original Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby (including by the Restated Credit Agreement) or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement, the Restated Credit Agreement or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Original Credit Agreement or the Borrower or any Borrower other Obligor under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under terms being modified as provided in this Agreement and in the Prior Loan Restated Credit Agreement. The Original Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Finance Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is except as modified hereby ratified and confirmed in all respects except that on and after (including by the Effective Date all references in any such Loan Document to the “Loan and Security Restated Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan ). This Agreement shall mean constitute a Finance Document for all purposes of the Prior Loan Original Credit Agreement as amended and restated by this the Restated Credit Agreement; and . Each Guarantor (iiother than Parent) confirms and further agrees that to nothing in the extent that the Prior Loan Restated Credit Agreement, this Agreement or any Loan other Finance Document executed in connection therewith purports shall be deemed to assign or pledge require the consent of such Guarantor to any future amendment to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Restated Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Agreement shall amend and Bank restate the Existing Term Loan Agreement in its entirety, with the parties hereby agree that, effective upon agreeing that there is no novation of the execution Existing Term Loan Agreement and delivery from and after the effectiveness of this Agreement by each such partyAgreement, the terms rights and provisions obligations of the Prior parties under the Existing Term Loan Agreement shall be subsumed and hereby are amended, restated governed by this Agreement. From and superseded in their entirety by after the terms and provisions effectiveness of this Agreement, the Obligations under the Existing Term Loan Agreement shall continue as Obligations under this Agreement until otherwise paid in accordance with the terms hereof. Nothing herein contained shall be construed as a substitution or novation Without limiting the generality of the obligations of Borrower outstanding under foregoing, the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force Security Documents and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any all of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, Collateral described therein do and shall continue to besecure the payment of all Obligations of the Loan Parties under the Loan Documents, in full force and effect and is hereby ratified and confirmed in all respects except that on each case, as amended by this Agreement. On and after the Effective Date all references in any such Loan Document effectiveness of this Agreement, each reference to the “Credit Agreement” in any other Loan Document shall mean and Security be a reference to this Agreement. EXHIBIT B EXHIBITS EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE This Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the “Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and the other Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring Documents to the Prior Loan Agreement shall mean extent related to the Prior Loan Agreement as amended amount and restated by this Agreement; percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the Facility identified below and (ii) confirms and agrees that to the extent that permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Prior Loan Agreement Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or any Loan Document executed unknown, arising under or in connection therewith purports with the Credit Agreement, any other Loan Documents or the loan transactions governed thereby or in any way based on or related to assign any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or pledge in equity related to the Bankrights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectivewarranty by [the][any] Assignor.

No Novation. Borrower Other than with respect to the Revolving Credit Refinanced Debt Facility as expressly set forth herein, this Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Refinancing Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amendedin full force and effect with respect to all Obligations. Other than with respect to the Revolving Credit Refinanced Debt Facility as expressly set forth herein, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in all respects except that on and after the Effective Date all references in Credit Agreement, this Amendment or any such other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Amendment No. 1 Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amended, restated in full force and superseded in their entirety by the terms and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in all respects except that on and after the Effective Date all references in Credit Agreement, this Amendment or any such other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower Other than with respect to the Existing Term B Loans as expressly set forth herein, this Incremental Term Facility Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Fourth Incremental Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amendedin full force and effect with respect to all Obligations. Other than with respect to the Existing Term B Loans as expressly set forth herein, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Incremental Term Facility Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Incremental Term Facility Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such as modified hereby. This Incremental Term Facility Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Incremental Term Facility Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Incremental Term A Loan Facility Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Second Incremental Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amended, restated in full force and superseded in their entirety by the terms and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Incremental Term A Loan Facility Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior terms being modified as provided in this Incremental Term A Loan Facility Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed except as modified hereby. This Incremental Term A Loan Facility Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in all respects except that on and after the Effective Date all references in Credit Agreement, this Incremental Term A Loan Facility Amendment or any such other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Amendment shall not extinguish or otherwise modify the Obligations for the payment of money outstanding under the Credit Agreement or discharge, release or otherwise modify the Lien of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, the terms and provisions security interests in favor of the Prior Loan Agreement shall be Collateral Agent for the benefit of the Secured Parties securing payment of the Secured Obligations are in all respects continuing and hereby are amended, restated in full force and superseded in their entirety by the terms and provisions of this Agreementeffect with respect to all Secured Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the samesame (except as otherwise expressly provided with respect to the Loan Repayment), which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amendment or any document contemplated hereby (i) shall by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document or (ii) shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under terms being modified as provided in this Amendment (except as otherwise expressly provided with respect to the Prior Loan Repayment). The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect and is hereby ratified and confirmed effect, except as modified hereby. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in all respects except that on and after the Effective Date all references Credit Agreement or any other Loan Document in similar or different circumstances. After the date hereof, any reference to the Credit Agreement in any such Loan Document to Document, and the terms “Loan and Security Agreement”, the “Loan Agreement” the “this Agreement”, “theretoherein”, “thereofhereunder”, “thereunder” or hereto”, “hereof’ and words of like similar import referring to in the Prior Loan Agreement shall Credit Agreement, shall, unless the context otherwise requires, mean the Prior Loan Credit Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any modified hereby. This Amendment shall constitute a Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect all purposes of the Prior Loan Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Amendment No. 3 Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amended, restated in full force and superseded in their entirety by the terms and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in all respects except that on and after the Effective Date all references in Credit Agreement, this Amendment or any such other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower This Amended and Bank hereby agree thatRestated Financing ----------- Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Financing Agreement or discharge or release the obligations under the Existing Financing Agreement or the Lien or priority of any mortgage, effective upon the execution and delivery of this Agreement by each such partypledge, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreementsecurity agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Financing Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amended and Restated Financing Agreement shall be construed as a release or other discharge of any Borrower or any Guarantor under the Existing Financing Agreement from any of the Obligations its obligations and liabilities as a "Borrower" or any liabilities under the Prior Loan Agreement or any "Guarantor" thereunder. Each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower Borrowers and the Guarantors hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date of this Amendment all references in any such Loan Document to "the “Loan and Security Financing Agreement”", the “Loan Agreement” the “Agreement”"thereto", “thereto”"thereof", “thereof”, “"thereunder” " or words of like import referring to the Prior Loan Existing Financing Agreement shall mean the Prior Loan Existing Financing Agreement as amended and restated by this Agreement; Amended and Restated Financing Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank Collateral Agent a security interest in or lien Lien on, any collateral as security for the Obligations obligations of Borrower the Borrowers or any guarantor the Guarantors from time to time existing in respect of the Prior Existing Financing Agreement and the Loan AgreementDocuments, such pledge, assignment or and/or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.respects. 108

No Novation. Borrower and Bank hereby agree that, effective upon This Agreement does not extinguish the execution and delivery obligations for the payment of this Agreement by each such party, money outstanding under the terms and provisions of the Prior Existing Loan Agreement shall be and hereby are amendedor discharge or release the obligations under the Existing Loan Agreement or the lien or priority of any mortgage, restated and superseded in their entirety by the terms and provisions of this Agreementpledge, security agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Existing Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Borrower or any Borrower Guarantor under the Existing Loan Agreement from any of the Obligations their obligations and liabilities as a “Borrower” or “Guarantor” thereunder; provided, however that any liabilities Default or Event of Default existing under the Prior Existing Loan Agreement or any is hereby waived as of the security agreementsClosing Date, pledge agreementsexcept to the extent such Default or Event of Default constitutes a Default or Event of Default as of the Closing Date under this Agreement, mortgages, guaranties or other Loan Documents executed in connection therewithas amended and restated on the Closing Date. Each The Borrower and each Guarantor hereby (i) confirms and agrees that that, except as modified hereby or by instruments executed concurrently herewith, each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date of this Agreement all references in any such Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement,” the “Agreement”, “thereto”, ,” “thereof”, ,” “thereunder” or words of like import referring to the Prior Existing Loan Agreement shall mean the Prior Existing Loan Agreement as amended and restated by this Agreement; Agreement and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, Agent (as defined in the Existing Loan Agreement) or to grant to the Bank Collateral Agent a security interest in or lien on, any collateral as security for the Obligations obligations of the Borrower or any guarantor and Guarantors from time to time existing in respect of the Prior Existing Loan AgreementAgreement and the Loan Documents, such pledge, assignment or and/or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effectiverespects.

No Novation. Borrower The Loan Parties, the Administrative Agent and Bank the Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower the Loan Parties outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of the Loan Parties, or any Borrower guarantor from any of the Obligations its obligations or any liabilities under the Prior Loan Existing Credit Agreement or any of the notes, security agreements, pledge agreements, mortgages, guaranties or other Loan Documents loan documents executed in connection therewith. Each Borrower The Loan Parties hereby (i) confirms confirm and agrees agree that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Closing Date all references in any such Loan Document to “the “Loan and Security Agreement”, the “Loan Agreement” the “Credit Agreement”, “thereto”, “thereof”, “thereunder” or words of like 177 [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Agreement; and (ii) confirms confirm and agrees agree that to the extent that the Prior Loan Existing Credit Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the BankAdministrative Agent, for the benefit of Lenders, or to grant to Administrative Agent, for the Bank benefit of the Lenders, a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor the Loan Parties from time to time existing in respect of the Prior Loan Existing Credit Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree that, effective upon This Amendment shall not extinguish the execution and delivery obligations for the payment of this money outstanding under the Credit Agreement by each such party, (except to the terms and provisions extent repaid as provided herein or in the Credit Agreement) or discharge or release the Lien or priority of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreementany Security Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewithherewith and except to the extent repaid as provided herein. Nothing expressed or implied in this Agreement Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document from any of the Obligations its obligations and liabilities as a borrower, guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith(except to the extent repaid as provided herein). Each Borrower hereby (i) confirms All of the Liens and agrees that each security interests created and arising under any Loan Document to which it is a party is, and shall continue to be, remain in full force and effect on a continuous basis, and is hereby ratified the perfected status and confirmed in all respects except that on priority of each such Lien and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest continues in or lien onfull force and effect on a continuous basis, any unimpaired, uninterrupted and undischarged, after giving effect to this Amendment, as collateral as security for its obligations, liabilities and indebtedness under the Obligations Credit Agreement and under its guarantees, if any, in the Loan Documents. [Remainder of Borrower or any guarantor from time to time existing in respect page left blank intentionally] 064310-0685-17142-Active.27929011.7 UNIVERSAL HEALTH SERVICES, INC. By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Executive Vice President UHS OF DELAWARE, INC. By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Senior Vice President ASCEND HEALTH CORPORATION CCS/LANSING, INC. CHILDREN’S COMPREHENSIVE SERVICES, INC. DEL AMO HOSPITAL, INC. FRONTLINE BEHAVIORAL HEALTH, INC. LANCASTER HOSPITAL CORPORATION MCALLEN MEDICAL CENTER, INC. MERION BUILDING MANAGEMENT, INC. MERIDELL ACHIEVEMENT CENTER, INC. NORTHWEST TEXAS HEALTHCARE SYSTEM, INC. OAK PLAINS ACADEMY OF TENNESSEE, INC. PARK HEALTHCARE COMPANY PENNSYLVANIA CLINICAL SCHOOLS, INC. PSI SURETY, INC. RIVER OAKS, INC. SOUTHEASTERN HOSPITAL CORPORATION SPARKS FAMILY HOSPITAL, INC. STONINGTON BEHAVIORAL HEALTH, INC. TEMECULA VALLEY HOSPITAL, INC. THE XXXXXX, INC. TWO RIVERS PSYCHIATRIC HOSPITAL, INC. UHS CHILDREN’S SERVICES, INC. UHS HOLDING COMPANY, INC. UHS OF CORNERSTONE, INC. UHS OF CORNERSTONE HOLDINGS, INC. UHS OF D.C., INC. UHS OF DENVER, INC. UHS OF FAIRMOUNT, INC. UHS OF XXXXXX, INC. UHS OF GEORGIA, INC. UHS OF GEORGIA HOLDINGS, INC. UHS OF HAMPTON, INC. UHS OF XXXXXXXXX, INC. UHS OF OKLAHOMA, INC. UHS OF PARKWOOD, INC. UHS OF PENNSYLVANIA, INC. UHS OF PROVO CANYON, INC. UHS OF PUERTO RICO, INC. UHS OF RIVER PARISHES, INC. UHS OF SPRING MOUNTAIN, INC. UHS OF TEXOMA, INC. UHS OF TIMBERLAWN, INC. UHS OF TIMPANOGOS, INC. UHS OF WESTWOOD PEMBROKE, INC. UHS OF WYOMING, INC. UHS SAHARA, INC. UHS-CORONA, INC. UNITED HEALTHCARE OF XXXXXX, INC. UNIVERSAL HEALTH SERVICES OF PALMDALE, INC. UNIVERSAL HEALTH SERVICES OF RANCHO SPRINGS, INC. VALLEY HOSPITAL MEDICAL CENTER, INC. WISCONSIN AVENUE PSYCHIATRIC CENTER, INC. By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President ABS LINCS SC, INC. ABS LINCS VA, INC. ALLIANCE HEALTH CENTER, INC. ALTERNATIVE BEHAVIORAL SERVICES, INC. BENCHMARK BEHAVIORAL HEALTH SYSTEM, INC. BHC ALHAMBRA HOSPITAL, INC. BHC BELMONT PINES HOSPITAL, INC. BHC FAIRFAX HOSPITAL, INC. BHC FOX RUN HOSPITAL, INC. BHC FREMONT HOSPITAL, INC. BHC HEALTH SERVICES OF NEVADA, INC. BHC HERITAGE OAKS HOSPITAL, INC. BHC HOLDINGS, INC. BHC INTERMOUNTAIN HOSPITAL, INC. BHC MONTEVISTA HOSPITAL, INC. BHC SIERRA VISTA HOSPITAL, INC. BHC STREAMWOOD HOSPITAL, INC. BRENTWOOD ACQUISITION, INC. BRENTWOOD ACQUISITION - SHREVEPORT, INC. XXXXX XXXX HOSPITAL, INC. CANYON RIDGE HOSPITAL, INC. CALVARY CENTER, INC. CEDAR SPRINGS HOSPITAL, INC. FIRST HOSPITAL CORPORATION OF VIRGINIA BEACH FORT LAUDERDALE HOSPITAL, INC. FRN, INC. GREAT PLAINS HOSPITAL, INC. GULF COAST TREATMENT CENTER, INC. H. C. CORPORATION HARBOR POINT BEHAVIORAL HEALTH CENTER, INC. HAVENWYCK HOSPITAL INC. HHC AUGUSTA, INC. HHC DELAWARE, INC. HHC INDIANA, INC. HHC OHIO, INC. HHC RIVER PARK, INC. HHC SOUTH CAROLINA, INC. HHC ST. XXXXXX, INC. HORIZON HEALTH AUSTIN, INC. HORIZON HEALTH CORPORATION HSA HILL CREST CORPORATION KIDS BEHAVIORAL HEALTH OF UTAH, INC. XXXXXX XXXX BEHAVIORAL HEALTH CENTER, INC. MICHIGAN PSYCHIATRIC SERVICES, INC. NORTH SPRING BEHAVIORAL HEALTHCARE, INC. PREMIER BEHAVIORAL SOLUTIONS OF FLORIDA, INC. PREMIER BEHAVIORAL SOLUTIONS, INC. PSYCHIATRIC SOLUTIONS, INC. PSYCHIATRIC SOLUTIONS OF VIRGINIA, INC. RAMSAY YOUTH SERVICES OF GEORGIA, INC. RIVEREDGE HOSPITAL HOLDINGS, INC. SPRINGFIELD HOSPITAL, INC. SUMMIT OAKS HOSPITAL, INC. TEXAS HOSPITAL HOLDINGS, INC. WINDMOOR HEALTHCARE INC. WINDMOOR HEALTHCARE OF PINELLAS PARK, INC. By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President AIKEN REGIONAL MEDICAL CENTERS, LLC DHP 2131 K ST, LLC LA AMISTAD RESIDENTIAL TREATMENT CENTER, LLC PALM POINT BEHAVIORAL HEALTH, LLC TENNESSEE CLINICAL SCHOOLS, LLC TURNING POINT CARE CENTER, LLC UHS OF XXXXXX, LLC UHS OF BOWLING GREEN, LLC UHS OF GREENVILLE, LLC UHS OF LAKESIDE, LLC UHS OF PHOENIX, LLC UHS OF RIDGE, LLC UHS OF ROCKFORD, LLC UHS OF TUCSON, LLC UHS SUB III, LLC UHSD, LLC WELLINGTON REGIONAL MEDICAL CENTER, LLC By: Universal Health Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Executive Vice President FORT XXXXXX MEDICAL CENTER, L.P. By: Fort Xxxxxx Medical Center, Inc. Its general partner By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President FRONTLINE HOSPITAL, LLC FRONTLINE RESIDENTIAL TREATMENT CENTER, LLC By: Frontline Behavioral Health, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYS GROUP HOLDINGS LLC By: UHS Children Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYSTONE/CCS PARTNERS LLC By: Children’s Comprehensive Services, Inc. Its Minority Member By: KEYS Group Holdings LLC Its Managing Member and sole member of the Prior Loan Agreementminority member By: UHS Children Services, such pledgeInc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYSTONE CONTINUUM, assignment or grant LLC KEYSTONE NPS LLC KEYSTONE RICHLAND CENTER, LLC By: Keystone/CCS Partners LLC Its managing member By: Children’s Comprehensive Services, Inc. Its minority member By: KEYS Group Holdings LLC Its managing member and sole member of the security interest or lien is hereby ratified minority member By: UHS Children Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYSTONE EDUCATION AND YOUTH SERVICES, LLC By: KEYS Group Holdings LLC Its sole member By: UHS Children Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President KEYSTONE XXXXXX, LLC KEYSTONE MEMPHIS, LLC KEYSTONE NEWPORT NEWS, LLC KEYSTONE WSNC, L.L.C. By: Keystone Education and confirmed in all respects Youth Services, LLC Its sole member By: KEYS Group Holdings LLC Its sole member By: UHS Children Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President MANATEE MEMORIAL HOSPITAL, L.P. By: Wellington Regional Medical Center, LLC Its general partner By: Universal Health Services, Inc., Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Executive Vice President MCALLEN HOSPITALS, L.P. By: McAllen Medical Center, Inc. Its general partner By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President XXXXXXXXX METHODIST HOSPITAL, L.L.C. By: UHS of River Parishes, Inc. Its managing member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President THE BRIDGEWAY, LLC GULPH XXXXX ASSOCIATES, LLC TBD ACQUISITION II, LLC UHS KENTUCKY HOLDINGS, L.L.C. UHS OF NEW ORLEANS, LLC UHS OF LANCASTER, LLC UHSL, L.L.C. By: UHS of Delaware, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Senior Vice President UHS OF ANCHOR, L.P. UHS OF LAUREL HEIGHTS, L.P. UHS OF PEACHFORD, L.P. By: UHS of Georgia, Inc. Its general partner By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OF CENTENNIAL PEAKS, L.L.C. By: UHS of Denver, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OF DOVER, L.L.C. By: UHS of Rockford, LLC Its sole member By: Universal Health Services, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Senior Vice President UHS OF DOYLESTOWN, L.L.C. By: UHS of Pennsylvania, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OF SALT LAKE CITY, L.L.C. By: UHS of Provo Canyon, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OF SAVANNAH, L.L.C. By: UHS of Georgia Holdings, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President UHS OKLAHOMA CITY LLC UHS OF SPRINGWOODS, L.L.C. By: UHS of New Orleans, LLC Its sole member By: UHS of Delaware, Inc. Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Senior Vice President UHS OF SUMMITRIDGE, LLC By: UHS of Peachford, L.P. Its managing member By: UHS of Georgia, Inc. Its general partner By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President PSYCHIATRIC SOLUTIONS HOSPITALS, LLC By: Psychiatric Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President DIAMOND GROVE CENTER, LLC KMI ACQUISITION, LLC LIBERTY POINT BEHAVIORAL HEALTHCARE, LLC PSJ ACQUISITION, LLC SHADOW MOUNTAIN BEHAVIORAL HEALTH SYSTEM, LLC SUNSTONE BEHAVIORAL HEALTH, LLC TBD ACQUISITION, LLC By: Psychiatric Solutions Hospitals, LLC Its Sole Member By: Psychiatric Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President ATLANTIC SHORES HOSPITAL, L.L.C. EMERALD COAST BEHAVIORAL HOSPITAL, LLC OCALA BEHAVIORAL HEALTH, LLC PALMETTO BEHAVIORAL HEALTH HOLDINGS, LLC By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President PALMETTO BEHAVIORAL HEALTH SYSTEM, L.L.C. By: Palmetto Behavioral Health Holdings, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President PALMETTO LOWCOUNTRY BEHAVIORAL HEALTH, L.L.C. By: Palmetto Behavioral Health System, L.L.C. Its Sole Member By: Palmetto Behavioral Health Holdings, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President RAMSAY MANAGED CARE, LLC SAMSON PROPERTIES, LLC TBJ BEHAVIORAL CENTER, LLC THREE RIVERS HEALTHCARE GROUP, LLC WEKIVA SPRINGS CENTER, LLC ZEUS ENDEAVORS, LLC By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President SP BEHAVIORAL, LLC UNIVERSITY BEHAVIORAL, LLC By: Ramsay Managed Care, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President THREE RIVERS BEHAVIORAL HEALTH, LLC By: Three Rivers Healthcare Group, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President THE NATIONAL DEAF ACADEMY, LLC By: Zeus Endeavors, LLC Its Sole Member By: Premier Behavioral Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President WILLOW SPRINGS, LLC By: BHC Health Services of Nevada, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President BHC PINNACLE POINTE HOSPITAL, LLC BHC PROPERTIES, LLC COLUMBUS HOSPITAL PARTNERS, LLC LEBANON HOSPITAL PARTNERS, LLC NORTHERN INDIANA PARTNERS, LLC XXXXX VISTA HOSPITAL PARTNERS, LLC By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President BHC MESILLA VALLEY HOSPITAL, LLC By: BHC Properties, LLC Its Sole Member By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President BHC NORTHWEST PSYCHIATRIC HOSPITAL, LLC By: BHC Properties, LLC Its Sole Member By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President XXXXX HILL HOSPITAL, LLC ROLLING HILLS HOSPITAL, LLC By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President CUMBERLAND HOSPITAL PARTNERS, LLC By: BHC Properties, LLC Its Sole Member By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President CUMBERLAND HOSPITAL, LLC By: Cumberland Hospital Partners, LLC Its Managing Member By: BHC Properties, LLC Its Minority Member and shall remain effective as Sole Member of the first date it became effectiveManaging Member By: Behavioral Healthcare LLC Its Sole Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President XXXXX VISTA, LLC By: BHC of Indiana, General Partnership Its Sole Member By: Columbus Hospital Partners, LLC Its General Partner By: Lebanon Hospital Partners, LLC Its General Partner By: Northern Indiana Partners, LLC Its General Partner By: Xxxxx Vista Hospital Partners, LLC Its General Partner By: Behavioral Healthcare LLC The Sole Member of each of the above General Partners By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President XXXXXXXXX REGIONAL HOSPITAL ACQUISITION, LLC By: Xxxxxxxxx Holdings, Inc. Its Minority Member By: Behavioral Healthcare LLC Its Managing Member and Sole Member of the Minority Member By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President BEHAVIORAL HEALTHCARE, LLC By: BHC Holdings, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President HORIZON HEALTH HOSPITAL SERVICES, LLC HORIZON MENTAL HEALTH MANAGEMENT, LLC By: Horizon Health Corporation Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President HHC POPLAR SPRINGS, LLC KINGWOOD PINES HOSPITAL, LLC HHC PENNSYLVANIA, LLC XXXXXX XXXXXX OF FLORIDA, LLC TOLEDO HOLDING CO., LLC By: Horizon Health Hospital Services, LLC Its Sole Member By: Horizon Health Corporation Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President HICKORY TRAIL HOSPITAL, X.X. XXXXXXXX HOSPITAL, L.P. NEURO INSTITUTE OF AUSTIN, L.P. TEXAS CYPRESS CREEK HOSPITAL, L.P. TEXAS XXXXXX XXXXX HOSPITAL, L.P. TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P. TEXAS SAN MARCOS TREATMENT CENTER, L.P. TEXAS WEST OAKS HOSPITAL, L.P. By: Texas Hospital Holdings, LLC Its General Partner By: Psychiatric Solutions Hospitals, LLC Its Sole Member By: Psychiatric Solutions, Inc. Its Sole Member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President SHC-KPH, LP By: HHC Kingwood Investment, LLC Its General Partner By: Horizon Health Hospital Services, LLC Sole member of the General Partner By: Horizon Health Corporation Its sole member By: /s/ Xxxxx Filton Name: Xxxxx Filton Title: Vice President

No Novation. Borrower This Amended and Bank hereby agree thatRestated Credit Agreement does not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or discharge or release the Obligations or the Lien or priority of any mortgage, effective upon the execution and delivery of this Agreement by each such partypledge, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreementsecurity agreement or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Amended and Restated Credit Agreement shall be construed as a release or other discharge of any Borrower Borrower, Guarantor or any other Loan Party under the Existing Credit Agreement (including the Collateral and Guarantee Agreement and the Parent Pledge Agreements) from any of the Obligations its obligations and liabilities as a "Borrower", "Guarantor" or any liabilities under the Prior "Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or Party" thereunder. The Borrower and each other Loan Documents executed in connection therewith. Each Borrower Party hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date of this Amended and Restated Credit Agreement all references in any such Loan Document to "the “Loan and Security Credit Agreement”", the “Loan Agreement” the “Agreement”"thereto", “thereto”"thereof", “thereof”, “"thereunder” " or words of like import referring to the Prior Loan Existing Credit Agreement shall mean the Prior Loan Existing Credit Agreement as amended and restated by this Amended and Restated Credit Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any such Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security Collateral Agent for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.benefit

No Novation. Borrower This Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Amendment No. 5 Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amended, restated in full force and superseded in their entirety by the terms and provisions of this Agreementeffect with respect to all Obligations. Nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed except as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in all respects except that on and after the Effective Date all references in Credit Agreement, this Amendment or any such other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower The terms and Bank hereby agree thatconditions of the Original Agreement and the Original Notes are amended as set forth in, effective upon and restated in their entirety and superseded by, this Agreement and the Notes. It is expressly understood and acknowledged that nothing in this Agreement shall be deemed to cause or otherwise give rise to a novation of the Original Notes. Notwithstanding any provision of this Agreement or any other Financing Document, the execution and delivery of the Notes in favor of Lender shall be in substitution for, but not in payment of, the Original Notes. All “Liabilities” under the Original Agreement and this Agreement by each shall not be deemed to evidence or result in a novation or repayment and re- borrowing of such party“Liabilities”. From and after the Amendment Effective Date, this Agreement shall govern the terms and provisions of the Prior “Liabilities” under the Original Agreement. To the extent not replaced by the Financing Documents dated as of the Amendment Effective Date, any “Loan Documents” (as defined in the Original Agreement) executed in connection with the Original Agreement shall continue to be effective, and all references in those prior Loan Documents to the Original Agreement shall be deemed to refer to this Agreement without further amendment thereof. All references made to the Original Agreement in the Loan Documents or in any other instrument or document executed and/or delivered pursuant thereto shall, without anything further, be deemed to refer to this Agreement and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained Original Agreement shall be construed as a deemed amended and restated in its entirety hereby. This Agreement and the Financing Documents executed and delivered in connection herewith are entered into and delivered to Lender in replacement of and substitution for, and not in payment of or novation satisfaction for, the Original Agreement or any of the obligations of Borrower outstanding under Loan Documents. All Financing Documents, including the Prior Loan Agreement or instruments securing other instruments, documents and agreements executed and delivered in connection with the sameOriginal Agreement, which obligations are hereby reaffirmed and shall remain continue in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower and Bank hereby agree thatNotwithstanding anything to the contrary contained herein, effective upon the execution and delivery of this Agreement by each such party, shall not extinguish the terms and provisions obligations for the payment of money outstanding under the Prior Loan Existing Credit Agreement shall be and hereby are amended, restated and superseded in their entirety by or discharge or release the terms and provisions Lien or priority of this Agreementany Collateral Document or any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Existing Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement or in any other document contemplated hereby shall be construed as a release or other discharge of any Borrower of the Loan Parties under any Loan Document from any of the Obligations its obligations and liabilities as Borrower, Guarantor or any liabilities pledgor under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or Loan Documents. The Collateral and the other Loan Documents executed in connection therewithshall continue to secure, guarantee, support and otherwise benefit the Obligations of the Loan Parties under this Agreement and the other Loan Documents. Each Borrower hereby (i) confirms and agrees that Upon the occurrence of the Effective Date, each Loan Document that was in effect immediately prior to which it is a party is, and the date of this Agreement shall continue to bebe effective and, in full force and effect and is hereby ratified and confirmed in all respects except that on and after unless the Effective Date all references in context otherwise requires, any such Loan Document reference to the “Loan and Security Credit Agreement”” contained therein shall be deemed to refer to this Agreement. Notwithstanding the foregoing, the “Loan Agreement” Parties shall execute any amendments, supplements, modifications or restatements of any Collateral Documents and any new Collateral Documents, in each case as reasonably requested by the “Agreement”Agents. In Witness Whereof, “thereto”, “thereof”, “thereunder” or words of like import referring the parties hereto have caused this Agreement to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document be duly executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the date first date it became effective.above written. CL Media Holdings LLC, as Borrower By: Name: Title: Acknowledged and Agreed: Bright Mountain Media, Inc., as Guarantor By: Name: Title: Bright Mountain, LLC, as Guarantor By: Name: Title: MediaHouse, Inc., as Guarantor By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement] Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent By: Name: Title: Centre Lane Partners Master Credit Fund II, L.P., as Lender By: Name: Title: [Signature page to Amended and Restated Senior Secured Credit Agreement]

No Novation. Borrower Other than with respect to the Existing Term A Loans as expressly set forth herein, this Sixth Term Loan Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Sixth Term Loan Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amendedin full force and effect with respect to all Obligations. Other than with respect to the Existing Term A Loans as expressly set forth herein, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Sixth Term Loan Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior terms being modified as provided in this Sixth Term Loan Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such as modified hereby. This Sixth Term Loan Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Sixth Term Loan Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Borrower Other than with respect to the Existing Term Loans as expressly set forth herein, this Incremental Term Facility Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Third Incremental Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amendedin full force and effect with respect to all Obligations. Other than with respect to the Existing Term Loans as expressly set forth herein, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Incremental Term Facility Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior Loan terms being modified as provided in this Incremental Term Facility Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such as modified hereby. This Incremental Term Facility Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Incremental Term Facility Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.

No Novation. Each Borrower and Bank hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Prior Loan Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations of such Borrower outstanding under the Prior Loan Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower from any of the Obligations or any liabilities under the Prior Loan Agreement or any of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien Lien on, any collateral as security for the Obligations of any Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien Lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.. 12

No Novation. After the Restatement Effective Date, all the obligations of the Borrower under the Original Credit Agreement shall become obligations under the Amended and Bank hereby agree thatRestated Credit Agreement, effective upon secured by the execution and delivery of Collateral Documents as reaffirmed hereby. Neither this Agreement by each such partynor the execution, delivery or effectiveness of the Amended and Restated Credit Agreement shall extinguish the obligations for the payment of money outstanding under the Amended and Restated Credit Agreement or discharge or release the Lien or priority of the Collateral Assignment, the terms and provisions of Pledge Agreement or the Prior Loan Security Agreement shall be and hereby are amended, restated and superseded in their entirety by the terms and provisions of this Agreementor any other security therefor. Nothing herein contained shall be construed as a substitution or novation of the obligations of Borrower outstanding under the Prior Loan Original Credit Agreement or the Amended and Restated Credit Agreement or instruments securing the same, which obligations shall remain in full force and effect, except to the any extent that the terms thereof are modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement or in any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower or any Borrower Guarantor or any Grantor or any Pledgor or any party to the Indemnity, Subrogation and Contribution Agreement or any party to the Collateral Assignment under any Collateral Document from any of its obligations and liabilities as a "Borrower", "Guarantor", "Grantor", "Pledgor", "party to the Obligations Indemnity, Subrogation and Contribution Agreement" or any liabilities "party to the Collateral Assignment" under the Prior Loan Original Credit Agreement or any the Collateral Documents. Each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Original Credit Agreement and the Collateral Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is except to any extent modified hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such Loan Document to the “Loan and Security Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified herewith and confirmed in all respects and shall remain effective as of the first date it became effective.therewith. 240 7

No Novation. Borrower Other than with respect to the Existing Term B Loans as expressly set forth herein, this Term B Loan Refinancing Amendment shall not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and Bank hereby agree that, effective upon the execution liens and delivery of this Agreement by each such party, security interests existing immediately prior to the terms and provisions Fifth Term B Loan Refinancing Amendment Effective Date in favor of the Prior Loan Agreement shall be Administrative Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and hereby are amendedin full force and effect with respect to all Obligations. Other than with respect to the Existing Term B Loans as expressly set forth herein, restated and superseded in their entirety by the terms and provisions of this Agreement. Nothing nothing herein contained shall be construed as a substitution or novation novation, or a payment and reborrowing, or a termination, of the obligations of Borrower Obligations outstanding under the Prior Loan Credit Agreement or instruments guaranteeing or securing the same, which obligations shall remain in full force and effect, except to the extent that the terms thereof are as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Agreement Term B Loan Refinancing Amendment or any other document contemplated hereby or thereby shall be construed as a release or other discharge of the Borrower under the Credit Agreement or the Borrower or any Borrower other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and such obligations are in all respects continuing with only the Obligations or any liabilities under the Prior terms being modified as provided in this Term B Loan Refinancing Amendment. The Credit Agreement or any and each of the security agreements, pledge agreements, mortgages, guaranties or other Loan Documents executed in connection therewith. Each Borrower hereby (i) confirms and agrees that each Loan Document to which it is a party is, and shall continue to be, remain in full force and effect effect, until and is hereby ratified and confirmed in all respects except that on and after the Effective Date all references in any such as modified hereby. This Term B Loan Refinancing Amendment shall constitute a Loan Document for all purposes of the Credit Agreement. Each Guarantor further agrees that nothing in the Credit Agreement, this Term B Loan Refinancing Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the “Loan and Security Credit Agreement”, the “Loan Agreement” the “Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Prior Loan Agreement shall mean the Prior Loan Agreement as amended and restated by this Agreement; and (ii) confirms and agrees that to the extent that the Prior Loan Agreement or any Loan Document executed in connection therewith purports to assign or pledge to the Bank, or to grant to the Bank a security interest in or lien on, any collateral as security for the Obligations of Borrower or any guarantor from time to time existing in respect of the Prior Loan Agreement, such pledge, assignment or grant of the security interest or lien is hereby ratified and confirmed in all respects and shall remain effective as of the first date it became effective.